SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a)
           of the Securities Exchange Act of 1934
                      (Amendment No.  )

Filed by the Registrant[X]

Filed by a Party other than the Registrant[ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section  240.14a-11(c) or 
     Section 240.14a-12

                   AlliedSignal Inc.
      (Name of Registrant as Specified In Its Charter)

                   AlliedSignal Inc.
         (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
     6(i)(1), or 14a-6(j)(2).
[ ]  $500 per each party to the controversy pursuant to
     Exchange Act Rule 14a-6(i)(3).
[ ]  Fee computed on table below per Exchange Act Rules 14a-
     6(i)(4) and 0-11.

     1)   Title of each class of Securities to which
          transaction applies:
          __________________________________________
     2)   Aggregate number of securities to which
          transaction applies:
          __________________________________________
     3)   Per unit price or other underlying value of
          transaction computed pursuant to Exchange Act Rule
          0-11 (1):
          __________________________________________
     4)   Proposed maximum aggregate value of transaction:
          __________________________________________
______
(1)  Set forth the amount on which the filing fee is
calculated and state how it was determined.

[ ]  Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for
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          tration Statement No.:
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     4)   Date Filed:
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[LOGO]

AlliedSignal Inc.
P.O. Box 3000
Morristown, NJ 07962-2496
 
LARRY BOSSIDY
Chairman and
Chief Executive Officer
 
                                                        March 10, 1994
 
Dear Shareowner:
 
It  is my pleasure to invite you to attend AlliedSignal's 1994 Annual Meeting of
Shareowners. The meeting will be  held on Monday, April  25, 1994 at 10:00  a.m.
local  time at the  Company's headquarters, 101  Columbia Road, Morris Township,
New Jersey. The Notice of Annual  Meeting and Proxy Statement accompanying  this
letter describe the business to be transacted at the meeting.
 
During  the meeting, I will report to you on the Company's continued progress in
satisfying our  customers,  improving  our  performance  and  generating  higher
financial  value  for our  shareowners. We  welcome this  opportunity to  have a
dialogue with our shareowners and look forward to your comments and questions.
 
If you  plan to  attend  the meeting,  please  complete the  enclosed  admission
notification  form and return it in the envelope with your proxy card or send it
to AlliedSignal Inc.,  Shareholder Relations,  P.O. Box  50000, Morristown,  New
Jersey 07962. Your name will be placed on an admission list held at the entrance
to the meeting.
 
It  is important that your  shares be represented at  the meeting, regardless of
the number you may hold.  Whether or not you plan  to attend, please sign,  date
and  return your proxy card as soon as  possible. This will not prevent you from
voting your shares in person if you are present.
 
A map and  directions to the  Company's headquarters appear  on the inside  back
cover. I look forward to seeing you on April 25.
 
                                            Sincerely,

                                            LARRY BOSSIDY

   NOTE:  To listen to  the meeting in  progress or, after  the meeting for a
   24-hour  period,  to   hear  a  tape   of  the  meeting,   you  may   dial
   1-900-200-2000.  Your cost will be $.45 for  the first minute and $.35 for
   each additional minute (e.g., 30 minutes = $10.60).

                            NOTICE OF ANNUAL MEETING
 
     The Annual Meeting of Shareowners of AlliedSignal Inc. (the 'Company') will
be  held on Monday, April 25, 1994 at  10:00 a.m. local time at the headquarters
of the Company, 101 Columbia Road, Morris Township, New Jersey, to consider  and
take  action  upon the  following matters  described  in the  accompanying Proxy
Statement:
 
     (1) Election of six directors;
 
     (2) Amendment of the 1993 Stock Plan for Employees of AlliedSignal Inc. and
         its Affiliates;
 
     (3) Amendment of  the AlliedSignal  Inc.  Incentive Compensation  Plan  for
         Executive Employees;
 
     (4) Amendment  of the Restricted  Stock Plan for  Non-Employee Directors of
         AlliedSignal Inc.;
 
     (5) Appointment of Price Waterhouse as independent accountants for 1994;
 
     (6) A shareowner proposal regarding directors' tenure;
 
     (7) A shareowner proposal regarding executive compensation; and
 
     (8) The transaction of such other business as may properly come before  the
         meeting.
 
     The  Board  of  Directors  has  determined that  owners  of  record  of the
Company's Common Stock at the close of  business on March 1, 1994, are  entitled
to notice of and to vote at the meeting.
 
                                     By Order of the Board of Directors
                                        ANDREW B. SAMET
                                        Vice President, Secretary
                                          and Associate General Counsel
 
AlliedSignal Inc.
101 Columbia Road
Morris Township, NJ 07962
March 10, 1994
 
                             YOUR VOTE IS IMPORTANT
           To  vote your  shares, please indicate  your choices, sign
           and date the  proxy card,  and return it  in the  enclosed
           postage-paid  envelope.  You  may vote  in  person  at the
           meeting even though you send in your proxy.

 

Table of Contents                                                                                     Page
                                                                                                  
- -----------------------------------------------------------------------------------------------------------
General Information................................................................................       1
1 -- Election of Directors.........................................................................       2
     The Board of Directors and Committees of the Board............................................       7
     Compensation of Directors.....................................................................       9
Voting Securities..................................................................................      10
Executive Compensation.............................................................................      12
Plan Amendments to Preserve Tax Deductibility......................................................      19
     2 -- Amendment of 1993 Stock Plan.............................................................      20
     3 -- Amendment of Incentive Compensation Plan.................................................      24
4 -- Amendment of Directors' Stock Plan............................................................      27
5 -- Appointment of Independent Accountants........................................................      29
Shareowner Proposals...............................................................................      30
     6 -- Proposal regarding directors' tenure.....................................................      30
     7 -- Proposal regarding executive compensation................................................      31
Additional Information.............................................................................      33
Exhibit A -- Amended 1993 Stock Plan...............................................................     A-1
Exhibit B -- Amended Incentive Compensation Plan...................................................     B-1
Exhibit C -- Amended Directors' Stock Plan.........................................................     C-1
Directions to Company Headquarters.................................................................  Inside
                                                                                                       Back
                                                                                                      Cover

                                PROXY STATEMENT
 
                              GENERAL INFORMATION
 
     This  Proxy Statement is  furnished in connection  with the solicitation of
proxies by the Board of Directors  of AlliedSignal Inc. (the 'Company') for  use
at  the Annual Meeting of Shareowners to be  held on Monday, April 25, 1994, and
at any adjournment thereof. The solicitation of proxies provides all shareowners
who are  entitled to  vote  on matters  that come  before  the meeting  with  an
opportunity  to do  so whether  or not they  are able  to attend  the meeting in
person. This Proxy Statement and the related proxy card are first being sent  to
the Company's shareowners on or about March 10, 1994.
 
     Owners  of record of the Company's Common Stock (the 'Common Stock') at the
close of business on March 1, 1994, are entitled to notice of and to vote at the
Annual Meeting. BECAUSE  THE ANNUAL MEETING  RECORD DATE PRECEDES  THE MARCH  14
DISTRIBUTION  OF SHARES PURSUANT TO A TWO-FOR-ONE SPLIT OF THE COMMON STOCK (THE
'STOCK SPLIT') DECLARED  BY THE BOARD  OF DIRECTORS ON  FEBRUARY 7, 1994,  VOTES
WILL  BE CALCULATED ON  A PRE-SPLIT BASIS.  REFERENCES ON THE  PROXY CARD AND IN
THIS PROXY  STATEMENT TO  NUMBERS OF  SHARES AND  RELATED INFORMATION  ARE ON  A
PRE-SPLIT BASIS, UNLESS OTHERWISE INDICATED.
 
     At  February  22,  1994,  there were  142,365,089  shares  of  Common Stock
outstanding. The owners of a majority of the shares entitled to vote, present in
person or represented by proxy, will constitute a quorum for the transaction  of
business  at the meeting.  Shareowners are entitled  to one vote  for each share
held. If a shareowner  is a participant in  the Company's Dividend  Reinvestment
Plan,  the proxy  card represents shares  in the participant's  plan account, as
well as shares held of record in the participant's name.
 
     The shares represented by a properly signed and returned proxy card will be
voted as specified by the shareowner. If a proxy card is signed and returned but
no specification is  made, the  shares will  be voted  FOR the  election of  all
nominees  for director (Proposal 1), amendment  of the 1993 Stock Plan (Proposal
2), the Incentive Compensation Plan (Proposal  3) and the Directors' Stock  Plan
(Proposal  4), and the appointment of  independent accountants (Proposal 5), and
AGAINST the shareowner proposals described in this Proxy Statement (Proposals  6
and 7). A proxy may be revoked by a shareowner at any time before it is voted by
notice  in writing  delivered to the  Secretary, by submission  of another proxy
bearing a later date or by voting in person at the Annual Meeting.
 
     Abstentions are not counted as votes 'for' or 'against' a proposal, but are
counted in  determining  the  number  of shares  present  or  represented  on  a
proposal.  Therefore,  since  approval of  Proposals  2 through  7  requires the
affirmative vote  of  a  majority of  the  shares  of Common  Stock  present  or
represented,  abstentions  have  the  same  effect  as  a  vote  'against' those
proposals. New  York  Stock  Exchange  rules prohibit  brokers  from  voting  on
Proposals  6 and 7  without receiving instructions from  the beneficial owner of
the shares.  In the  absence of  instructions, shares  subject to  such  'broker
non-votes'  will not be counted  as voted or as  present or represented on those
proposals.
 
     It is the  policy of the  Company that  any proxy, ballot  or other  voting
material  that identifies the particular vote of a shareowner will, if requested
thereon by  the shareowner,  be kept  confidential,  except in  the event  of  a
contested  proxy solicitation or as  may be required by  law. The Company may be
informed whether or not a particular  shareowner has voted and will have  access
to  any comment written on a proxy, ballot or other material and to the identity
of the commenting shareowner.  Under the policy, the  inspectors of election  at
any meeting will be independent parties unaffiliated with the Company.
 
                                       1

                           1 -- ELECTION OF DIRECTORS
 
     The  Company's Board of Directors is  divided into three classes that serve
staggered three-year terms and  are as nearly equal  in number as possible.  The
Board  has nominated six candidates  for election as directors,  four for a term
ending at the 1997 Annual Meeting and two  for a term ending at the 1995  Annual
Meeting.  The  vote of  a plurality  of the  shares of  Common Stock  present or
represented and entitled to vote at the Annual Meeting is required for  election
as a director.
 
     All  of the nominees are currently directors. All directors were previously
elected by the shareowners, except  Ann M. Fudge, Andrew  C. Sigler and John  R.
Stafford,  who were  elected by  the Board  of Directors  since the  last Annual
Meeting. Jewel Plummer Cobb and Robert D. Kilpatrick have reached retirement age
and will  serve until  the  Annual Meeting  in  accordance with  the  directors'
retirement policy.
 
     Each  nominee has consented  to being named  in the Proxy  Statement and to
serve if  elected. If  prior to  the Annual  Meeting any  nominee should  become
unavailable  to serve, the shares represented  by a properly signed and returned
proxy card  will be  voted for  the  election of  such other  person as  may  be
designated  by the Board of  Directors, or the Board  may determine to leave the
vacancy temporarily  unfilled. All  directors serve  subject to  the  retirement
policy described on page 7.
 
     Certain  information regarding each nominee and each director continuing in
office after the Annual Meeting is set forth below, including age and  principal
occupation, a brief account of business experience during at least the last five
years,  certain other  directorships currently  held and  the year  in which the
individual was first elected a director of the Company or one of its predecessor
companies.
 
                             NOMINEES FOR ELECTION
 
FOR TERM EXPIRING IN 1997

                                         
[PHOTO OF LAWRENCE A. BOSSIDY]

LAWRENCE A. BOSSIDY, Chairman of the Board and Chief Executive Officer of the Company

Mr. Bossidy became Chief Executive Officer of the Company in July 1991 and Chairman of
the  Board  in January  1992.  He  previously  served in  a  number of  executive  and
financial  positions  with  General  Electric  Company,  a  diversified  services  and
manufacturing company,  which he  joined  in 1957.  Mr.  Bossidy was  Chief  Operating
Officer  of General Electric Credit Corporation (now General Electric Capital Company)
from 1979 to 1981, Executive Vice President and Sector Executive of GE's Services  and
Materials Sector from 1981 to 1984, and Vice Chairman and Executive Officer of GE from
1984 until he joined the Company. He is a director of Merck & Co., Inc.

Director since 1991                         Age 59
- --------------------------------------------------------------------------------------

                                       2

 

[PHOTO OF ANN  M. FUDGE]

ANN  M. FUDGE, Executive Vice President of  General Foods USA and President of Maxwell
House Coffee Company

Ms. Fudge joined General  Foods USA in  1986 and held  several planning and  marketing
positions  before  being  appointed Executive Vice  President in 1991. She also served
as General Manager  of General Foods'  Dinners and Enhancers  Division, which  markets
several  well-known  food brands,  from  1991 until  early  1994, when  she  was named
President of General  Foods' Maxwell  House Coffee Company.  General Foods  USA is  an
operating  unit of  Kraft General  Foods, Inc.,  the multinational  food subsidiary of
Philip Morris Companies Inc. Ms. Fudge is a director of Liz Claiborne, Inc.

Director since 1993                         Age 42
- --------------------------------------------------------------------------------------
[PHOTO OF PAUL X. KELLEY]

PAUL   X.   KELLEY,   Vice   Chairman   for   Corporate   Strategy   of   Cassidy    &
Associates

General Kelley served as Commandant of the Marine Corps from 1983 until his retirement
in   1987.  He   assumed   his   current   position  with  Cassidy   &  Associates,  a
Washington-based government relations firm, in 1989.  General Kelley is a director  of
GenCorp  Inc., PHH Corporation, Saul Centers, Inc.,  Sturm, Ruger & Company, Inc., UST
Inc. and The Wackenhut Corporation.

Director since 1987                         Age 65
- --------------------------------------------------------------------------------------
[PHOTO OF ROBERT C. WINTERS]

ROBERT C. WINTERS, Chairman  and Chief Executive Officer  of The Prudential  Insurance
Company of America

Mr.  Winters joined  Prudential, a  provider of  insurance and  financial services, in
1953.  During  his career with Prudential, he held various managerial positions  prior
to  his  election as  Executive  Vice President  in 1978,  Vice  Chairman in  1984 and
Chairman and Chief Executive Officer in 1987.

Director since 1989                         Age 62
- --------------------------------------------------------------------------------------

                                       3

FOR TERM EXPIRING IN 1995

                                         

[PHOTO OF WILLIAM R. HASELTON]

WILLIAM R. HASELTON, Retired Vice Chairman of Champion International Corporation

Mr. Haselton retired as Vice Chairman  of Champion International Corporation, a  paper
and  forest  products  company,  in  1989, after assuming  that position  in 1984 upon
Champion's acquisition  of St.  Regis Corporation.  He  had held  a number  of  senior
management  positions with St. Regis before becoming  a director in 1972, President in
1973, President and Chief Executive Officer  in 1979 and Chairman and Chief  Executive
Officer in 1981.

Director since 1981                         Age 69
- --------------------------------------------------------------------------------------
[PHOTO OF DELBERT C. STALEY]

DELBERT C. STALEY, Retired Chairman and Chief Executive Officer of NYNEX Corporation

Mr.  Staley served  as Chairman  and Chief Executive  Officer of  NYNEX Corporation, a
telecommunications  company,  from 1983  until he retired in  1989. He continued as  a
director  and served as Chairman of the NYNEX International Management Committee until
1991. He is a director of Ball Corporation, The Bank of New York, The Bank of New York
Company, Inc., Dean Foods Company, Digital Equipment Corporation, John Hancock  Mutual
Life Insurance Company and Polaroid Corporation.

Director since 1987                         Age 69
- --------------------------------------------------------------------------------------

       INCUMBENT DIRECTORS CONTINUING IN OFFICE FOR TERM EXPIRING IN 1995

                                         
[PHOTO OF RUSSELL E. PALMER]

RUSSELL E. PALMER, Chairman and Chief Executive Officer of The Palmer Group

After  serving  seven  years  as Dean  of  The  Wharton School  of  the  University of
Pennsylvania, Mr. Palmer in  1990 established The Palmer  Group, a private  investment
firm.   He   previously served  as Managing  Director and  Chief Executive  Officer of
Touche Ross International and Managing Partner  and Chief Executive Officer of  Touche
Ross & Co. (USA) (now Deloitte and Touche). He is a director of Bankers Trust Company,
Bankers  Trust New York Corporation, Contel  Cellular Inc., Federal Home Loan Mortgage
Corporation, The Goodyear Tire & Rubber Company, GTE Corporation, Imasco Limited,  The
May Department Stores Company and Safeguard Scientifics, Inc.

Director since 1987                         Age 59
- --------------------------------------------------------------------------------------

                                       4

 

[PHOTO OF ANDREW C. SIGLER]

ANDREW  C.  SIGLER, Chairman  and Chief  Executive  Officer of  Champion International
Corporation

Mr. Sigler began his career at Champion International Corporation, a paper and  forest
products  company,  in  1956. He was elected  President and Chief Executive Officer in
1974 and  Chairman  and  Chief  Executive  Officer  in  1979.  He  is  a  director  of
Bristol-Myers  Squibb  Company,  Chemical  Banking  Corporation  and  General Electric
Company.

Director since 1994                         Age 62
- --------------------------------------------------------------------------------------
[PHOTO OF THOMAS P. STAFFORD]

THOMAS P. STAFFORD, Consultant, General Technical Services, Inc.

Lt. Gen. Stafford joined  the consulting firm of  General Technical Services, Inc.  in
1984.  He  is also Vice Chairman and co-founder of Stafford, Burke and Hecker, Inc., a
Washington-based consulting firm. After serving as an astronaut for a number of years,
he  retired  in  1979 from  the  Air Force  as  Deputy  Chief of  Staff  for Research,
Development and  Acquisition and  served  as Vice  Chairman of  Gibraltar  Exploration
Limited  until 1984. Lt.  Gen. Stafford is also  Chairman of the  Board of Omega Watch
Corporation of  America  and is  a  director  of CMI  Corporation,  Fisher  Scientific
International  Inc.,  Pacific Scientific  Company,  Seagate Technology  Inc., Spectrum
Information Technologies,  Inc., Tremont  Corporation, The  Wackenhut Corporation  and
Wheelabrator Technologies Inc.

Director since 1981                         Age 63
- --------------------------------------------------------------------------------------

                                       5

 

       INCUMBENT DIRECTORS CONTINUING IN OFFICE FOR TERM EXPIRING IN 1996

                                         

[PHOTO OF HANS W. BECHERER]

HANS W. BECHERER, Chairman and Chief Executive Officer of Deere & Company

Mr.  Becherer began his business career with Deere & Company, a manufacturer of mobile
power  machinery  and a supplier  of financial services, in  1962. After serving in  a
variety  of managerial and executive positions, he  became a director of Deere in 1986
and was elected  President and Chief  Operating Officer in  1987, President and  Chief
Executive  Officer in 1989 and  Chairman and Chief Executive Officer  in 1990. He is a
director of Schering-Plough Corporation.

Director since 1991                         Age 58
- --------------------------------------------------------------------------------------
[PHOTO OF EUGENE E. COVERT]

EUGENE E.  COVERT, T.  Wilson  Professor of  Aeronautics, Massachusetts  Institute  of
Technology

Dr.  Covert has been  associated with the Massachusetts  Institute of Technology since
1952.  He  became  Professor  of  Aeronautics and  Astronautics  in 1968,  serving  as
Department  Head from 1985 until mid-1990, and  also became the T. Wilson Professor of
Aeronautics in 1993.  Dr. Covert  is a  director of  Physical Sciences  Inc. and  Rohr
Industries, Inc.

Director since 1987                         Age 68
- --------------------------------------------------------------------------------------
[PHOTO OF ROBERT P. LUCIANO]

ROBERT P. LUCIANO, Chairman and Chief Executive Officer of Schering-Plough Corporation

Mr.  Luciano  joined  Schering-Plough  Corporation,  a  manufacturer  and  marketer of
pharmaceuticals  and  consumer products, in 1978. He served as President from 1980  to
1986  and became Chief Executive Officer in 1982 and Chairman of the Board in 1984. He
is a director of Borden, Inc., C.R. Bard, Inc. and Merrill Lynch & Co.

Director since 1989                         Age 60
- --------------------------------------------------------------------------------------

                                       6

 

[PHOTO OF JOHN R. STAFFORD]

JOHN R. STAFFORD,  Chairman, President and  Chief Executive Officer  of American  Home
Products Corporation

Mr.  Stafford  has  held  a  number  of  positions  with  American  Home  Products,  a
manufacturer of health care products, since joining that company in 1970. He served as
General  Counsel,  Vice President, Senior Vice President and Executive Vice  President
before  becoming President in 1981, an office he  held until 1990 and which he resumed
in early 1994.  Mr. Stafford was  elected Chairman  of the Board  and Chief  Executive
Officer  in 1986. He is a director  of Chemical Banking Corporation, Metropolitan Life
Insurance Company and NYNEX Corporation.

Director since 1993                         Age 56
- --------------------------------------------------------------------------------------

The Board of Directors and Committees of the Board
 
     The business of the Company is managed under the direction of the Board  of
Directors.  There  were nine  meetings  of the  Board  in 1993,  with individual
attendance averaging  96%  of  the meetings.  Average  attendance  by  incumbent
directors at all meetings of the Board and Committees of the Board on which they
served was 96%.
 
     The  Board of Directors' retirement policy establishes 70 as the retirement
age for non-employee directors, as well as  for any director who is or has  been
the  Company's Chief  Executive Officer. A  director who  reaches retirement age
shall serve  until  the next  Annual  Meeting.  The policy  also  provides  that
non-employee  directors who discontinue the principal position or identification
which prevailed  at the  time  of their  election (other  than  by virtue  of  a
promotion)  shall offer  to tender their  resignations as directors  and that an
employee  director  (other  than  the  Chief  Executive  Officer)  shall  resign
following termination of service as an active employee of the Company. The Board
has discretion to make exceptions to the policy.
 
     Because of the number of matters requiring Board consideration, and to make
the  most effective use of individual  Board members' capabilities, the Board of
Directors has established  Committees to devote  attention to specific  subjects
and  to assist  it in  the discharge of  its responsibilities.  The functions of
these Committees, their current members and  the number of meetings held  during
1993  are described below.  A non-employee director may  also attend a Committee
meeting as an alternate  member at the request  of the Committee Chairman  (with
the concurrence of the Chairman of the Board).
 
     The  Audit Committee  recommends the  firm to  be appointed  as independent
accountants to audit the Company's financial statements and to perform  services
related  to  the audit;  reviews the  scope and  results of  the audit  with the
independent accountants; reviews with management and the independent accountants
the Company's interim and year-end operating results; considers the adequacy  of
the    internal   accounting   and   auditing   procedures   of   the   Company;
 
                                       7

and considers the accountants' independence. The members of the Audit Committee,
which met five times in 1993, are Messrs. Palmer (Chairman), Becherer,  Haselton
and Winters, Ms. Fudge and Gen. Kelley.
 
     The  Corporate Responsibility  Committee reviews the  policies and programs
which are designed  to assure the  Company's compliance with  legal and  ethical
standards  and  which  affect  its  role  as  a  responsible  corporate citizen,
including those  relating to  human resources  issues such  as equal  employment
opportunity, to health, safety and environmental matters, and to proper business
practices.  The members of  the Committee are  Messrs. Kilpatrick (Chairman) and
Palmer, Drs. Cobb and Covert, Ms. Fudge,  Gen. Kelley and Lt. Gen. T.  Stafford.
It met four times in 1993.
 
     The  Executive Committee  possesses the powers  of the Board  to manage and
direct the business and affairs of the Company during the interval between Board
meetings, except  as provided  by  Delaware law  and  except for  those  matters
assigned  to the Audit  and Management Development  and Compensation Committees.
The members of the Executive Committee, which did not meet in 1993, are  Messrs.
Bossidy (Chairman), Kilpatrick and Staley.
 
     The   Management  Development   and  Compensation   Committee  reviews  and
recommends  the   compensation   arrangements  for   officers;   approves   such
arrangements  for  other senior  level employees;  considers matters  related to
management development and succession and recommends individuals for election as
officers; and  reviews  or  takes  such  other action  as  may  be  required  in
connection  with the bonus, stock and other benefit plans of the Company and its
subsidiaries. It  met five  times in  1993. The  Committee members  are  Messrs.
Staley (Chairman), Haselton, Kilpatrick, Luciano, J. Stafford and Winters.
 
     The  Nominating and Board  Affairs Committee has as  its principal role the
consideration and recommendation of individuals for nomination as directors. The
names of  potential director  candidates are  drawn from  a number  of  sources,
including recommendations from members of the Board, management and shareowners.
Shareowners   wishing   to  recommend   Board   nominees  should   submit  their
recommendations in writing to the  Secretary, AlliedSignal Inc., P.O. Box  4000,
Morristown,  New Jersey 07962, with the submitting shareowner's name and address
and pertinent information about the proposed  nominee similar to that set  forth
in  this  Proxy  Statement  for  Board  nominees,  including  current  principal
occupation and employment, principal positions  held during the last five  years
and  a list of all companies which the individual serves as a director. (See the
heading 'Additional Information -- Other Action at the Meeting' for a summary of
the procedure applicable to a shareowner nomination at an annual meeting.)  This
Committee  also reviews and  makes recommendations to the  Board with respect to
the composition of Board Committees  and other Board-related matters,  including
its   organization,  size,  composition   and  compensation,  as   well  as  the
responsibilities, functions  and  talents of  the  Board and  its  members.  The
members  of the Nominating and Board Affairs Committee, which met three times in
1993, are  Messrs.  Luciano  (Chairman), Kilpatrick,  J.  Stafford,  Staley  and
Winters.
 
     The  Retirement Plans Committee  appoints the trustees  for funds under the
employee pension benefit plans of the Company and certain subsidiaries;  reviews
funding  strategies; sets  investment policy for  fund assets;  and oversees and
appoints members of other committees
 
                                       8

investing fund assets. This Committee met  three times in 1993. Its members  are
Messrs. Winters (Chairman), Becherer, Kilpatrick, Luciano and Palmer.
 
     The  Technology Committee has  responsibility for corporate-wide technology
matters, including  research,  development  and  engineering,  and  advises  the
Company  with respect to its technology  program and budget, proposed changes in
corporate  strategy  where  technology  is  a  significant  component,  and  new
technologies of importance to the Company's existing business areas. The members
of  this Committee are  Lt. Gen. T.  Stafford (Chairman), Drs.  Cobb and Covert,
Gen. Kelley and Mr. Staley. It met twice in 1993.
 
Compensation of Directors
 
     Non-employee directors receive an  annual Board retainer  of $35,000 and  a
fee  of $1,500 for Board  meetings attended on any  day (nine during 1993). They
also receive an annual retainer of $5,400 for each Board Committee served,  with
Committee  Chairmen receiving an additional retainer of $4,000 for the Audit and
Management Development  and Compensation  Committees and  $2,000 for  all  other
Board  Committees. While  no meeting fees  are generally paid  for attendance at
Committee meetings, a non-employee  director who attends  one or more  Committee
meetings  on  any  day as  an  alternate member  receives  a fee  of  $1,500. In
addition, a $1,000  fee is paid  to non-employee directors  for attendance at  a
Committee  meeting, or  other extraordinary  meeting related  to Board business,
which occurs apart from a  Board meeting, and a $1,000  per day fee is paid  for
special  assignments. Non-employee directors are  also provided with $350,000 in
business  travel  accident  insurance  and   are  eligible  to  elect,   without
contribution  by them,  $100,000 in term  life insurance and  medical and dental
coverage for  themselves  and  their  eligible  dependents.  All  directors  are
reimbursed for expenses incurred in attending meetings.
 
     Under   the  Deferred  Compensation  Plan  for  Non-Employee  Directors,  a
non-employee director may  elect to defer,  until a specified  calendar year  or
retirement from the Board, all or any portion of the director's compensation and
to  have such compensation credited  to a deferred account  in cash or shares of
Common Stock.  Amounts credited  accrue  amounts equivalent  to interest  or  to
dividends.  Interest on amounts deferred in 1994 and in any year thereafter will
be the same as  that determined by the  Management Development and  Compensation
Committee  for  amounts  deferred  during  the  same  year  under  the Company's
Incentive Compensation  Plan (10%  for  1994). Upon  a  change in  control,  all
deferred  amounts will be considered cash equivalents  and a director who has so
elected will be entitled to a lump sum payment of such amounts.
 
     Pursuant to the Retirement Plan  for Non-Employee Directors, directors  who
retire  from the Board at age 60 or above with at least five years of service as
a non-employee director are eligible for a retirement benefit at an annual  rate
equal  to the  annual Board  retainer in  effect at  retirement. A  director who
retires at  age 70  or above  is  entitled to  such benefit  for life,  while  a
director  retiring between  ages 60  and 70  is entitled  to such  benefit for a
number of months  equal to  the number  of months served.  In the  event of  the
director's  death following retirement, benefits will continue to be paid to any
surviving  spouse   until   the  total   number   of  payments   made   to   the
 
                                       9

director  or spouse  equals the  lesser of  the number  of months  served or 120
months. A director (or  spouse) who is entitled  to a retirement benefit  during
the  two-year  period following  a change  in  control will  receive a  lump sum
payment equal  to the  present value  of the  benefit, if  the director  has  so
elected.
 
     Under   the  Restricted   Stock  Plan  for   Non-Employee  Directors,  each
non-employee director has received  a one-time grant of  1,500 shares of  Common
Stock,  which are subject to transfer  restrictions until the director's service
terminates with the consent  of a majority  of the other  members of the  Board,
provided  termination occurs at  or after age 65.  During the restricted period,
the director has the  right to receive  dividends on and the  right to vote  the
shares. At the end of the restricted period, a director is currently entitled to
one-tenth  of the shares  granted for each  year of service.  The shares will be
forfeited if  the  director's  service  terminates  (other  than  for  death  or
disability)  prior  to the  end of  the restricted  period. (A  proposal seeking
shareowner approval  of  amendments  to  the  plan  is  set  forth  below  under
'Amendment of Directors' Stock Plan.')
 
                          ----------------------------
                               VOTING SECURITIES
 
     As  of February 22, 1994,  State Street Bank &  Trust Company, 225 Franklin
Street, Boston, Massachusetts 02101 ('State Street'), held 19,821,126 shares, or
approximately 13.9%, of the outstanding Common Stock as trustee of the Company's
savings plans. Under the terms  of the plans, State  Street is required to  vote
shares  attributable to any participant in accordance with instructions received
from the participant and to vote all shares for which it shall not have received
instructions in the same ratio as the shares with respect to which  instructions
were  received.  State  Street  disclaims  beneficial  ownership  of  the shares
referred to above.  State Street  also held 1,037,508  shares, or  approximately
0.7%,  of the outstanding Common  Stock as trustee of  various trusts, with sole
voting power as  to 1,004,809 shares,  shared voting power  as to 1,999  shares,
sole  investment power as to 1,033,184 shares, and shared investment power as to
4,224 shares.
 
     J. P. Morgan & Co.  Incorporated, 60 Wall Street,  New York, NY 10260,  has
informed  the  Company that,  as  of February  22,  1994, it  beneficially owned
8,205,514 shares, or approximately 5.8%,  of the outstanding Common Stock,  with
sole  voting power  as to  4,434,007 shares, shared  voting power  as to 161,558
shares, sole investment power as to 8,033,506 shares and shared investment power
as to 167,908 shares.
 
                                       10

     Set forth below is certain information with respect to beneficial ownership
of the Common Stock as of February 22, 1994 by each director, certain  executive
officers and by all directors and executive officers of the Company as a group:

                                                                  Number of
                              Name                               Shares(1)(2)
- ---------------------------------------------------------       --------------
                                                                   
John W. Barter...........................................         141,899(3)(4)
Hans W. Becherer.........................................           1,500
Lawrence A. Bossidy......................................         254,827(3)(4)
Daniel P. Burnham........................................         134,918(3)
Jewel Plummer Cobb.......................................           2,570(4)
Eugene E. Covert.........................................           1,885
Ann M. Fudge.............................................           1,500
William R. Haselton......................................           2,364(4)
Paul X. Kelley...........................................           2,208(4)
Robert D. Kilpatrick.....................................           2,800(5)
Robert P. Luciano........................................           2,000
Russell E. Palmer........................................           2,000
Frederic M. Poses........................................         167,799(3)(4)
Ralph E. Reins...........................................          64,958(3)
Andrew C. Sigler.........................................           2,500(6)
John R. Stafford.........................................           2,000
Thomas P. Stafford.......................................           1,500
Delbert C. Staley........................................           1,993
Robert C. Winters........................................           5,059
All directors and executive officers as a group,
  including the above (31 in number).....................       1,320,040(3)(4)

- ------------
 
(1) The total for each individual is less than 0.2%, and the total for the group
    is less than 1%, of the shares of Common Stock outstanding.
 
(2) Includes  shares held individually, jointly with others  or in the name of a
    bank, broker or  nominee for  the individual's  account, as  well as  shares
    attributable  to participants  under the  dividend reinvestment  and savings
    plans. Also  includes restricted  shares  as to  which directors  have  sole
    voting power but no investment power prior to the lapse of restrictions.
 
(3) Includes shares which the following have the right to acquire within 60 days
    through  the exercise of vested employee stock options: Mr. Barter, 135,368;
    Mr. Bossidy, 165,000; Mr. Burnham,  121,685; Mr. Poses, 157,133; Mr.  Reins,
    59,595;  and  all executive  officers as  a group,  1,111,339. No  voting or
    investment power exists with respect to such shares prior to acquisition.
 
(4) Does not include the following amounts credited to deferred share  accounts,
    as  to which  no voting  or investment power  exists prior  to issuance: Mr.
    Barter, 3,208;  Mr. Bossidy, 55,220; Dr. Cobb, 2,844; Mr. Haselton,   2,951;
    Gen. Kelley,  1,796;  Mr. Poses,  5,241;   and  all directors and  executive
    officers as a group, 79,753.

                                       11

  
(5) Includes  1,300  shares  owned  by  Mr.  Kilpatrick's  wife.  Mr. Kilpatrick
    disclaims beneficial ownership of these shares.
 
(6) As of March 4, 1994.
 
                                 ------------------
     The Company is required to identify  any director or officer who failed  to
timely  file  with  the Securities  and  Exchange Commission  a  required report
relating  to  ownership  and  changes  in  ownership  of  the  Company's  equity
securities.  Based on material  provided to the Company,  two reports covering a
total of four  purchases were  inadvertently filed  late by  Mr. Winters  during
1993.
 
                             EXECUTIVE COMPENSATION
 
Report of the Management Development and Compensation Committee
 
     The  Management  Development and  Compensation  Committee of  the  Board of
Directors (the 'Committee'), subject to the approval of the Board of  Directors,
determines the compensation of the Company's executive officers and oversees the
administration  of executive  compensation programs.  The Committee  is composed
solely of independent directors.
 
Executive Compensation Policies and Programs
 
     The Company's executive compensation programs  are designed to attract  and
retain  highly qualified executives and to  motivate them to maximize shareowner
returns by  achieving  aggressive  goals. The  programs  link  each  executive's
compensation  directly to performance. A significant portion of each executive's
compensation is dependent upon the appreciation of the Common Stock and  meeting
financial goals and other individual performance objectives.
 
     There are three basic components to this 'pay for performance' system: base
pay;  annual incentive bonus; and long-term, equity-based incentive compensation
(primarily stock  options).  Each  component  is addressed  in  the  context  of
competitive  conditions.  In  determining competitive  compensation  levels, the
Company analyzes  information from  several  independent surveys  which  include
information regarding comparably-sized industrial companies. Since the Company's
market  for executive talent extends beyond  its own industries, the survey data
include companies  outside the  industrial  classifications represented  in  the
Composite Group Index referred to below under 'Performance Graph.'
 
     Base  pay. Base pay is competitive within  20% above or below median salary
levels at  other  large  industrial  companies  for  equivalent  positions.  The
executive's  actual salary within this competitive  framework will vary based on
individual performance (measured as described in the next paragraph), tenure and
the individual's salary compared to competitive salary levels.
 
     Annual incentive bonus. In 1993, each executive was eligible to receive  an
annual  cash bonus.  The 'target'  level for  that bonus,  like the  base salary
level, was set with  reference to competitive  conditions. These target  levels,
which  were  somewhat  above  median  levels,  were  intended   to motivate  the
Company's   executives  by  providing  substantial   bonus   payments  for   the
achievement of aggressive goals.  The  actual  amount  paid  was  determined  by
performance.  
 
                                       12

Whether that  payment  was above   or  below  target depended on  two  factors:
first, financial  performance,  which  was  measured against objectives such as
net income,  earnings per share,  return on equity,  cash  flow,   productivity
increases and  working capital turns;  and second,  the individual  executive's
performance against other  specific  management  objectives  such as  improving
customer   satisfaction   or   negotiating   strategic    business  alliances.
Financial   objectives  were  given  greater  weight  than  other    management
objectives in determining bonus payments.  The types and relative importance  of
specific  financial  and other  business objectives  varied among  the Company's
executives depending  on  their  positions  and  the  particular  operations  or
functions for which they were responsible.
 
     Long-term, equity-based incentive compensation. The long-term, equity-based
compensation  program is  tied directly to  shareowner return.  The executive is
rewarded if the shareowners receive the benefit of appreciation in the price  of
the  Common  Stock.  Under  the program,  long-term  incentive  compensation has
consisted of stock options  and restricted stock  units. Since long-term  awards
vest over time, the Company periodically grants new awards to provide continuing
incentives  for future performance, without regard  to the number of outstanding
awards. Like  the  annual  bonus,  the  target  award  is  set  with  regard  to
competitive  considerations, but  each individual's  actual award  is based upon
performance measured against the criteria  described in the preceding  paragraph
and  the  individual's leadership  in the  Company's  total quality  program and
potential for future contributions.
 
     The principal purpose of the long-term incentive compensation program is to
encourage the Company's  executives to  enhance the  value of  the Company  and,
hence,  the price of the Common Stock  and the shareowners' return. In addition,
this component of the compensation system (through deferred vesting) is designed
to create an incentive for the individual  to remain with the Company. In  order
to  enhance  the  retention  incentive  in connection  with  the  hiring  of new
executives, long-term awards occasionally have been made which vest over periods
longer than the customary three or  four years for options and restricted  stock
units, respectively.
 
     In  order to align  more closely the interests  of the Company's executives
with those of its  shareowners, the Committee  has been phasing  out the use  of
restricted  stock units  and will  not make  annual unit  grants as  part of the
long-term program after  1994. The Committee  expects that in  the future  units
will  be granted only in  special situations to a  limited number of executives,
primarily as a retention incentive.
 
     Employee linkage  to shareowner  interests  is further  buttressed  through
ownership  of  about 14%  of the  outstanding Common  Stock under  the Company's
savings plans.
 
Deductibility
 
     The Company intends, to the  extent practicable, to preserve  deductibility
under  the  Internal  Revenue Code  (the  'Code')  of compensation  paid  to its
executive officers while maintaining compensation programs to attract and retain
highly  qualified  executives   in  a   competitive  environment.   Accordingly,
amendments  are being  proposed to the  Company's 1993 Stock  Plan and Incentive
Compensation  Plan  to  allow  compensation  generally  paid  thereunder  to  be
deductible  under recent  revisions to  the Code,  although certain compensation
paid to some executives may not be deductible. (See 'Plan Amendments to Preserve
Tax Deductibility.')

                                       13

 
Annual Reviews
 
     Each year, the Committee reviews  the executive compensation policies  with
respect  to  the  linkage between  executive  compensation and  the  creation of
shareowner value, as well as the competitiveness of the programs. The  Committee
determines  what changes, if any, are  appropriate in the compensation programs.
As noted  above,  the  Committee  determined to  discontinue  annual  grants  of
restricted  stock  units for  years following  1994.  In conducting  this annual
review, the  Committee considers  information provided  by the  Chief  Executive
Officer  and  the Senior  Vice President-Human  Resources  and uses  surveys and
reports prepared by independent compensation consultants.
 
     The Committee  annually  reviews  with  the  Chief  Executive  Officer  the
individual  performance of  each of the  other executive officers  and the Chief
Executive Officer's recommendations with respect to the appropriate compensation
awards. With  Board authorization,  the Committee  approves salary  actions  and
determines  the amount of annual bonus and the number of long-term, equity-based
awards for each  officer. The Committee  also reviews with  the Chief  Executive
Officer  the financial  and other  objectives for  each of  the senior executive
officers for the following year.
 
     In 1993, awards  to executive  officers as  a group  reflected the  overall
financial  performance of the Company, which, despite a continuing weak economy,
represented substantially improved  income from  operations and  net income  and
achievement  of the  Company's operating  earnings per  share goals,  as well as
improved productivity  and working  capital turns.  Awards to  individuals  also
reflected performance against their specific management objectives.
 
Chief Executive Officer
 
     In  reviewing Mr. Bossidy's performance, the Committee focused primarily on
the Company's performance in 1993,  which reflected sustained improvement  since
Mr. Bossidy became Chief Executive Officer and which significantly exceeded 1992
performance,  with substantial improvement in net income, operating earnings per
share and  return  on  equity.  The  Committee  also  considered  Mr.  Bossidy's
contributions  to various  long-term initiatives,  including enhancement  of the
Company's total quality  program, which  is designed  to substantially  increase
customer  satisfaction  by continuously  improving work  processes. In  light of
these results, Mr.  Bossidy was awarded  an annual incentive  bonus for 1993  of
$1,500,000,  which  was higher  than his  minimum  target bonus  of 80%  of base
salary, primarily reflecting the  Company's improved performance. Mr.  Bossidy's
base  salary, last increased in late 1992, remained unchanged during 1993. It is
above the median but  within the range discussed  above for all executives.  The
Committee  in 1993 awarded  Mr. Bossidy the  same number of  stock options as in
1992 and,  as part  of its  phaseout  of annual  restricted stock  unit  grants,
reduced the number of units awarded to him.
 
                            ------------------
     Members of the Management Development and Compensation Committee:

                                      
Delbert C. Staley, Chairman              Robert P. Luciano
William R. Haselton                      John R. Stafford
Robert D. Kilpatrick                     Robert C. Winters

 
                                       14

Summary Compensation Table
 
     The  following  table  contains  information  concerning  the  most  highly
compensated executive  officers of  the Company,  as required  under  applicable
rules of the Securities and Exchange Commission.
 
                           SUMMARY COMPENSATION TABLE
                           --------------------------

                                  Annual Compensation              Long-Term Compensation
    Name and                                                                        Securities
    Principal                                     Other Annual      Restricted      Underlying   All Other
    Position       Year     Salary       Bonus    Compensation    Unit Awards(1)    Options(#) Compensation(2)
- ----------------- ------- ----------- ----------- ------------    --------------     -------   --------------
                                                                              
Lawrence A.        1993   $ 1,100,000 $ 1,500,000 $    68,698 (3) $      343,450    150,000   $     412,590
  Bossidy          1992     1,016,667   1,250,000      53,544 (3)        459,900    150,000         388,512
  Chairman of the  1991       500,000     300,000        --           10,157,816    250,000           --
  Board and Chief   (6
  Executive        mos.)
  Officer
Alan Belzer(4)     1993       765,000     775,000        --              180,998     83,000         175,650
  President and    1992       758,333     670,000        --              273,750     82,000         175,118
  Chief Operating  1991       697,813     400,000        --              402,500     75,000           --
  Officer
Daniel P. Burnham  1993       392,500     340,000      39,225            141,707     65,000         320,610
  Executive Vice   1992       375,000     290,000      27,455            208,050     62,325         151,222
  President        1991       295,002     180,000        --              220,938     67,500           --
  (Aerospace)
Frederic M. Poses  1993       430,000     425,000        --              141,707     65,000          53,709
  Executive Vice   1992       410,000     370,000        --              213,525     63,950          52,113
  President        1991       360,938     225,000        --              287,500     50,000           --
  (Engineered
  Materials)
Ralph E. Reins     1993       423,333     375,000        --              130,854     60,000          65,348
  Executive Vice   1992       399,996     350,000        --              169,725     50,850          49,969
  President        1991        48,717     200,000        --             1,021,875     50,000          --
  (Automotive)      (2
                   mos.)
John W. Barter     1993       387,500     345,000        --               91,564     42,000          47,287
  Senior Vice      1992       370,000     300,000        --              136,875     41,000          45,889
  President and    1991       322,438     175,000        --              172,500     30,000           --
  Chief Financial
  Officer

- ------------
 
(1) Restricted  unit awards, valued on the date of the award, entitle the holder
    to receive one share of Common Stock  for each unit when the unit vests.  (A
    portion  of the unit may be paid in cash to cover applicable taxes.) As part
    of his  initial employment  arrangements, Mr.  Bossidy was  granted  345,798
    units  in 1991, vesting over a period ending in the year 2000, to compensate
    for the loss of  long-term incentive awards from  his previous employer.  Of
    those  units, 121,030 vested in 1992, 51,870 vested in 1993, and 86,449 will
    vest in each of January 1997 and 2000. Mr. Reins was awarded 25,000 units in
    1991, of which 2,500  vested in each  of 1992 and 1993,  2,500 will vest  in
    each  of October  1994 and 1995,  3,750 in each  of July 1995  and 1997, and
    7,500 in July 2000.  All other units  reflected in the  table vest in  equal
    annual  installments on January  1 of each  of the four  years following the
    award, except  that all  units  granted to  Mr.  Belzer and  outstanding  at
    December  30, 1993 vested on  that date. The total  number of units held and
    their  value  at   the  end   of  1993   were  as   follows:  Mr.   Bossidy,
 
                                       15

    172,898  units  reflecting  the replacement  of  long-term  incentive awards
    forfeited from his prior employer ($13,658,942) and 11,300 units  reflecting
    other  grants ($892,700),  for a total  of 184,198  units ($14,551,642); Mr.
    Belzer, none;  Mr. Burnham,  34,725 units  ($2,743,275); Mr.  Poses,  41,238
    units  ($3,257,802); Mr. Reins,  24,230 units ($1,914,170);  and Mr. Barter,
    32,958 units ($2,603,682).  Common Stock  dividend equivalents  are paid  on
    each unit.
 
(2) Amounts shown for 1993 consist of matching contributions made by the Company
    under  the  savings plan  and supplemental  savings  plan: for  Mr. Bossidy,
    $43,807; Mr. Belzer, $61,200; Mr. Burnham, $31,404; Mr. Poses, $34,404;  Mr.
    Reins,  $16,713;  and  Mr.  Barter, $31,002;  the  value  of  life insurance
    premiums: for  Mr. Bossidy,  $368,783; Mr.  Belzer, $114,450;  Mr.  Burnham,
    $37,145;  Mr. Poses, $19,305;  Mr. Reins, $28,635;  and Mr. Barter, $16,285;
    final settlement of relocation arrangements  for Mr. Burnham, $252,061;  and
    defined contribution arrangements for Mr. Reins, $20,000.
 
(3) For   1993,   includes  $27,420   for  estate   planning  and   $20,143  for
    Company-provided transportation; for  1992, includes  $19,850 for  financial
    planning and $22,956 for Company-provided transportation.
 
(4) Mr.  Belzer retired  on December 31,  1993 (see  'Employment and Termination
    Arrangements').
 
Option Tables
 
     The following tables contain information concerning stock options.
 
                       OPTION GRANTS IN LAST FISCAL YEAR
                       ---------------------------------

                                             Number of      % of Total
                                             Securities      Options
                                             Underlying     Granted to     Exercise                  Grant Date
                                              Options      Employees in     Price      Expiration      Present
                   Name                      Granted(1)    Fiscal Year      ($/Sh)        Date        Value(2)
- ------------------------------------------   ----------    ------------    --------    ----------    -----------
                                                                                         
Lawrence A. Bossidy.......................     150,000          5.0         $ 68.69       3/24/03    $ 2,799,000
Alan Belzer...............................      83,000          2.8           68.69       3/24/03      1,548,780
Daniel P. Burnham.........................      65,000          2.2           68.69       3/24/03      1,212,900
Frederic M. Poses.........................      65,000          2.2           68.69       3/24/03      1,212,900
Ralph E. Reins............................      60,000          2.0           68.69       3/24/03      1,119,600
John W. Barter............................      42,000          1.4           68.69       3/24/03        783,720

- ------------
 
(1) Options were granted with an exercise price of 100% of the fair market value
    of the  Common  Stock  on  the date  of  grant,  exercisable  in  cumulative
    installments of 40% commencing on January 1, 1994 and 30% on each of January
    1,  1995  and  1996.  (See  'Employment  and  Termination  Arrangements' for
    information regarding the  vesting of Mr.  Belzer's options.) Limited  stock
    appreciation  rights were granted in tandem  with the options and would only
    become exercisable for a period of 90 days following a tender offer for  the
    Company's  shares, a change in control  or similar events. The Committee has
    discretion to grant, in exchange for the surrender of an outstanding option,
    a new option with  a price different from  the surrendered option.  Although
    this  authority, which  has existed in  the Company's option  plans for many
    years, could  be  used  to  effectively  lower  the  exercise  price  of  an
    outstanding  option, it has never been used and the Committee has no present
    intention of doing so.
 
(2) Options are valued using a Black-Scholes-based formula. The formula  assumes
    historic  five year  average volatility and  dividend yield,  a 7% risk-free
    return and a  ten-year option period.  No adjustments are  made for risk  of
    forfeiture or non-transferability. Options will have no actual value unless,
    and  then only to the  extent that, the Common  Stock price appreciates from
    the grant date to the exercise date. If the named officers realize the grant
    date values, total shareowner value  will have appreciated by  approximately
    $2.6  billion, and the value of the  named officers' options will be 0.3% of
    the total shareowner appreciation.
 
                                       16

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                           AND YEAR-END OPTION VALUES
                           -------------------------- 

                                                       Number of Securities         Value of Unexercised
                             Shares                   Underlying Unexercised        In-the-Money Options
                           Acquired on                 Options at Year-End               at Year-End
                            Exercise      Value     --------------------------   ---------------------------
Name                           (#)       Realized   Exercisable  Unexercisable   Exercisable   Unexercisable
- -------------------------- -----------  ----------  -----------  -------------   -----------   -------------
                                                                             
Lawrence A. Bossidy.......    75,000    $2,815,650     60,000       390,000      $ 1,525,800    $ 11,372,700
Alan Belzer...............    83,342     2,970,318    335,000             0       10,678,265               0
Daniel P. Burnham.........    33,847     1,186,375     55,738       140,519        1,976,588       3,442,429
Frederic M. Poses.........    47,500     1,757,215     99,448       140,870        3,854,676       3,499,399
Ralph E. Reins............    25,000       697,600     20,340       115,510          517,246       2,394,719
John W. Barter............    17,500       697,690     91,268        89,100        3,755,598       2,172,198

Performance Graph
 
     The following graph compares the  five-year cumulative total return on  the
Common Stock to the total returns on the Standard & Poor's 500 Stock Index and a
composite  index  of corporations  in the  same industries  as the  Company (the
'Composite Group Index').

                                 [PERFORMANCE GRAPH]

                        1989    1990      1991   1992    1993

Company Common Stock    112.9    92.5    157.6   221.4  294.0
S&P 500                 131.7   127.6    166.5   179.2  197.2
Composite Group         123.0   115.5    151.3   164.7  190.2

    In each case, a $100 investment on December 31, 1988 and  reinvestment
    of all dividends are assumed. Returns are at December 31 of each year.
 
                                       17

     The  Composite Group Index combines the  total returns on the published Dow
Jones indices  for  the  Aerospace  &  Defense,  Automobile  Parts  &  Equipment
Excluding  Tire and Rubber Makers, and Chemical Groups. The total return for the
Composite Group  Index  is  calculated  by adding  the  products  obtained  from
separately  multiplying the total return for each  of the three Dow Jones groups
by the total market capitalization of  the companies included in that group  and
dividing  by the  total market capitalization  of the companies  included in the
three groups.  This  calculation  is  made for  each  year  using  stock  market
capitalization  data as of the beginning of  the year provided to the Company by
Dow Jones. Shareowners  may obtain  this data from  the Secretary,  AlliedSignal
Inc., P.O. Box 4000, Morristown, New Jersey 07962.
 
Retirement Benefits
 
     The following table illustrates the estimated annual pension benefits which
would be provided on retirement at age 65 under the Company's Retirement Program
(the   'Pension  Plan')  and  an  unfunded  supplemental  retirement  plan  (the
'Supplemental Plan'), after applicable deductions for Social Security  benefits,
to  salaried employees having specified average annual remuneration and years of
service.
 
                                 PENSION TABLE
                                 -------------

                                                Years of Service
                ---------------------------------------------------------------------------------
Remuneration       10           15            20          25 - 30           35             40
- ------------    --------     --------     ----------     ----------     ----------     ----------
                                                                     
 $   500,000    $ 91,191     $141,191     $  191,191     $  241,191     $  259,320     $  296,365
     700,000     131,191      201,191        271,191        341,191        364,320        416,365
     900,000     171,191      261,191        351,191        441,191        469,320        536,365
   1,100,000     211,191      321,191        431,191        541,191        574,320        656,365
   1,400,000     271,191      411,191        551,191        691,191        731,820        836,365
   1,800,000     351,191      531,191        711,191        891,191        941,820      1,076,365
   2,400,000     471,191      711,191        951,191      1,191,191      1,256,820      1,436,365
   3,100,000     611,191      921,191      1,231,191      1,541,191      1,624,320      1,856,365

     The benefit amounts shown in the  Pension Table are computed on a  straight
life  annuity  basis. At  January  1, 1994,  the  following individuals  had the
indicated number of years of credited service for pension purposes: Mr. Bossidy,
2.6; Mr. Belzer, 37.92; Mr. Burnham,  11.67; Mr. Poses, 24.33; Mr. Reins,  2.08;
and Mr. Barter, 17.83.
 
     The  amounts in  the Salary and  Bonus columns of  the Summary Compensation
Table for 1993 would be included in computing remuneration for pension purposes.
Remuneration under the Pension Plan is  calculated based on the highest paid  60
consecutive  months of an employee's last  120 months of employment. Pursuant to
an  agreement  with  the  Company,  Mr.  Belzer's  retirement  benefit  will  be
calculated  on the basis of his highest three years of salary and bonus, whether
or not consecutive.
 
     Under his  employment  agreement, Mr.  Bossidy  is entitled  to  receive  a
retirement  benefit, commencing  at age 62  or later  termination of employment,
equivalent to 60% of his final average compensation (based on his highest  three
years of salary and bonus) payable annually for his
 
                                       18

lifetime,  and 30% of his final average compensation payable annually thereafter
to his  surviving  spouse  for  her  lifetime. If  Mr.  Bossidy  dies  prior  to
retirement,  a benefit equivalent to 30%  of his final average compensation will
be paid for his surviving spouse's  lifetime. Benefits under the agreement  will
be  reduced for retirement before age 62  and by any retirement benefits payable
under the Pension Plan and Supplemental Plan, any survivor benefit payable under
the Company's executive life insurance program and, under certain circumstances,
benefits payable under pension plans of his former employer.
 
Employment and Termination Arrangements
 
     Mr. Bossidy  has an  agreement  with the  Company  which provides  for  his
employment  until at least June 1996 at  a minimum salary of $1,000,000 per year
and a target annual  incentive bonus of  at least 80%  of salary. The  Company's
contractual obligations to make specific stock option and restricted unit awards
have  been fulfilled and are reflected  in the Summary Compensation Table. Under
the agreement,  the  Company  will  provide benefits  on  retirement  which  are
described  under 'Retirement Benefits,' and  the Company assumed obligations for
certain life  insurance  policies.  The  Company will  be  reimbursed  from  the
proceeds  of the policies for  premiums it pays. The  value of these premiums is
reflected in the Summary Compensation Table.
 
     Under the Severance Plan for Senior Executives (the 'Plan'), the executives
named in the Summary Compensation Table would be entitled to payments equivalent
to base salary and annual incentive bonus (and continuation of certain benefits,
such as group life and medical insurance coverage) for a period of 36 months (or
a lump  sum  payment following  a  change in  control)  if their  employment  is
terminated  other  than for  'gross cause'  (which  includes fraud  and criminal
conduct). Payments would  not continue after  an executive reaches  age 65.  The
Plan  provides for an  additional payment sufficient to  eliminate the effect of
any applicable  excise  tax  on  severance  payments  in  excess  of  an  amount
determined  under Section 280G of the Internal Revenue Code. Payments subject to
the excise tax would not be deductible by the Company.
 
     Under the  Plan, Mr.  Belzer will  receive an  annual amount  through  1996
equivalent  to the  salary included in  the Summary Compensation  Table for 1993
plus 75% thereof  representing his  target level incentive  bonus. As  permitted
under  stock plan provisions, the payment of 55,260 outstanding restricted units
(for which he  received $2,206,946 and  27,630 shares of  Common Stock) and  the
vesting of 188,450 outstanding stock options were accelerated to year-end.
 
                 PLAN AMENDMENTS TO PRESERVE TAX DEDUCTIBILITY
 
     Under  the Omnibus Budget Reconciliation Act of 1993 ('OBRA'), the Internal
Revenue Code (the 'Code')  was amended to limit  to $1,000,000 per person,  with
certain  exceptions,  the  allowable  deduction  by  a  public  corporation  for
compensation which  is paid  or  accrued with  respect  to its  chief  executive
officer  and  next four  highest paid  executive officers.  Proposed regulations
interpreting OBRA have been issued by the Internal Revenue Service. Based on the
Company's review of  OBRA and interpretation  of the regulations,  the Board  of
Directors  is  proposing amendments  to the  1993 Stock  Plan and  the Incentive
Compensation  Plan  in  order  to  allow  compensation  paid  thereunder  to  be
deductible.
 
                                       19

                       2 -- AMENDMENT OF 1993 STOCK PLAN
 
     At  the 1993 Annual  Meeting, shareowners approved the  1993 Stock Plan for
Employees of AlliedSignal Inc. and its Affiliates (the 'Stock Plan'). The  Stock
Plan  limits the number of shares of Common  Stock which may be subject to grant
to all  employees in  any one  year. In  order to  meet OBRA  requirements  with
respect  to grants of stock options, stock appreciation rights and limited stock
appreciation  rights  (collectively,  'grants'),  the  Board  of  Directors   is
recommending  that  the  shareowners  approve an  amendment  to  the  Stock Plan
imposing limitations on the number of  shares of Common Stock subject to  grants
made  to any individual employee.  The amended Stock Plan  would provide that no
employee may receive grants with respect to more than 1,500,000 shares  (750,000
shares on a pre-split basis) over any three-year period.
 
     Currently,  grants under the  Stock Plan are  not transferable. However, in
order to facilitate  employees' estate planning,  the Stock Plan  also would  be
amended  to permit  the grant  of options  which would  be transferable  only to
members  of  an  employee's  immediate  family,  including  trusts  and  certain
partnerships which are solely for the benefit of such family members.
 
     The  primary features of  the amended Stock Plan  are summarized below. The
summary is qualified in its entirety by reference to the specific provisions  of
the amended Stock Plan, the full text of which is set forth as Exhibit A to this
Proxy Statement.
 
Plan Summary and Other Information
 
     Form  of Awards. Awards may  be granted in the  form of non-qualified stock
options, incentive  stock options  within the  meaning of  the Code,  shares  of
Common  Stock,  shares of  Common Stock  with certain  restrictions ('restricted
shares'), restricted units  representing Common  Stock equivalents  ('restricted
units'),  stock  appreciation rights  ('rights')  or limited  stock appreciation
rights  ('limited  rights').   Awards  may  provide   for  dividends,   dividend
equivalents  or notional interest.  Shares utilized under the  Stock Plan may be
either authorized  but  unissued  shares  or issued  shares  reacquired  by  the
Company.
 
     Number of Awards. The Stock Plan provides for the annual grant of awards in
an amount not in excess of 1.5% of the shares of Common Stock issued on December
31  of the immediately preceding  year. Shares available for  awards in any year
that are not utilized  will be available  for use in  subsequent years. On  that
basis,  awards could  be made  in 1994  with respect  to approximately 5,400,000
shares (2,700,000 shares on  a pre-split basis), based  on the number of  shares
issued  at year end, plus approximately  4,400,000 shares (2,200,000 shares on a
pre-split basis),  the  number  of shares  remaining  available  following  1993
awards.  Within the total number of shares available for awards in any year, not
more than 1,700,000 shares (850,000 shares on a pre-split basis) may be  subject
to  grants of incentive stock options. Further, the number of shares that may be
utilized for grants  of shares, restricted  shares or restricted  units may  not
exceed  10% of  the shares  available annually for  awards under  the Stock Plan
(plus those unused for such grants  in prior years). In addition, no  individual
employee   may  receive  grants  of  options,  rights,  limited  rights  or  any
combination thereof under  the Stock Plan  with respect to  more than  1,500,000
shares (750,000 shares on a pre-split basis) over any three-year period.
 
                                       20

     Duration.  The Stock  Plan will  remain in  effect through  April 25, 2003,
unless terminated sooner by the Board of Directors.
 
     Administration.  The  Stock   Plan  is  administered   by  the   Management
Development   and  Compensation  Committee  of   the  Board  of  Directors  (the
'Committee'). The Committee  is composed  of independent directors  who are  not
eligible to participate in the Stock Plan. Among other things, the Committee has
authority  to determine the employees to whom  awards will be granted, the types
of awards, restrictions applicable to grants of restricted shares and restricted
units and to interpret the Stock Plan.
 
     Eligibility. All  employees  who are  regular  full-time employees  of  the
Company  or  its affiliates  are  eligible to  receive  awards. It  is presently
contemplated that awards will be made each year to officers and other  executive
employees  of  the  Company.  There are  currently  approximately  765 executive
employees, including 17 executive officers. It is also contemplated that  awards
to  high performance non-executive employees  will be made from  time to time as
management deems appropriate. No determination has been made as to the types  or
amounts  of awards that  will be granted  in the future  to specific individuals
under the Stock Plan. (See the  Summary Compensation Table and Option Grants  in
Last  Fiscal Year  for information relating  to prior awards  to named executive
officers.)
 
     Term of Options. At the time of grant, the Committee determines the term of
the option, which in the  case of an incentive stock  option may not exceed  ten
years.
 
     Option  Price. Options are priced at not  less than 100% of the fair market
value of the Common Stock  on the date of grant.  Fair market value is the  mean
between  the highest and lowest sales prices  of the Common Stock as reported on
the New York Stock Exchange  Composite Tape for the  grant date. (The last  sale
price  of the  Common Stock so  reported for February  28, 1994 was  $76 3/8 per
share.) Payment by an employee upon exercise  of an option may be made in  cash,
in  already-owned shares of Common  Stock or, if permitted  by the Committee, by
surrender of outstanding awards under the Stock Plan.
 
     Option Vesting. Unless  otherwise provided,  each option  will become  100%
vested  at the earliest of the employee's normal retirement date, death or total
disability or the passage of such period of  time from the date of grant as  the
Committee  shall determine. Prior to becoming 100% vested, each option generally
becomes exercisable in cumulative installments  as established by the  Committee
at  the time of grant. Such installments are subject to acceleration at any time
by the Committee as well as  under certain circumstances described in the  Stock
Plan,  including the  purchase of  shares of Common  Stock pursuant  to a tender
offer or exchange offer, a change in  control, or a merger in which the  Company
does not survive as an independent, publicly-owned corporation (an 'Acceleration
Event').
 
     Rights.  Rights provide that an employee  is entitled to receive the excess
of the fair market value of a specified number of shares over the exercise price
applicable to the right. Upon exercise, payment will be made in the form of  all
cash,  all shares of Common Stock or a combination thereof, as determined by the
Committee.
 
     Limited Rights. Following an Acceleration Event, limited rights provide for
a cash  payment to  the employee,  calculated under  the applicable  Stock  Plan
formula relating to the Acceleration
 
                                       21

Event.  The cash payment  is designed to  provide the employee  with an economic
benefit comparable to that available to  all shareowners in connection with  the
Acceleration Event.
 
     Restricted   Shares  and  Restricted   Units.  Restrictions  applicable  to
restricted shares  or restricted  units may  be time- or performance-based.  The
Committee  has the  discretion to  accelerate the  lapse of  restrictions at any
time. Restrictions will lapse upon the  employee's death or total disability  or
upon  an Acceleration Event. If the employee remains an employee until the lapse
of restrictions, the employee  will receive one share  of Common Stock for  each
restricted  unit  with respect  to  which the  restrictions  lapsed (or,  in the
Committee's discretion, the cash equivalent for all or part of such units).  The
Committee  may defer  such payments; those  deferred in stock  may bear dividend
equivalents and  those deferred  in cash  may bear  notional interest.  Upon  an
Acceleration Event, the employee will be entitled to a lump sum cash payment for
the  employee's  restricted units,  calculated under  the applicable  Stock Plan
formula relating to the Acceleration Event.
 
     Certain Federal Tax  Consequences. The  following statements  are based  on
current interpretations of existing federal income tax law. The law is technical
and  complex and the statements represent only  a general summary of some of the
applicable provisions.
 
     If the shareowners  approve the  amended Stock Plan,  the Company  believes
that  under  OBRA  it will  be  entitled  to a  deduction  for  all compensation
attributable to  an employee's  exercise of  non-qualified options  and  rights.
Compensation  with  respect to  limited rights,  which  is payable  following an
Acceleration Event,  may  not be  deductible.  In  addition, a  portion  of  the
compensation  attributable to restricted  units and restricted  stock may not be
deductible. However,  as  discussed  above  in the  'Report  of  the  Management
Development  and  Compensation  Committee,'  the  Committee  has  determined  to
discontinue annual grants of units for years after 1994.
 
     The following  two paragraphs  set forth  federal tax  consequences to  the
employee and the Company on the grant and exercise of an option.
 
     Non-qualified  Options. While there are  no federal income tax consequences
to either the employee or  the Company on the grant  of an option, the  employee
will  have taxable  ordinary income  on the  exercise of  a non-qualified option
equal to the excess of the fair market value of the shares on the exercise  date
over  the  option  price and,  as  noted above,  the  Company is  entitled  to a
corresponding deduction.
 
     Incentive Stock Options. The Code limits to $100,000 the value of  employer
stock  subject to incentive  stock options that first  become exercisable in any
one year, based on the fair market value of the stock at the date of grant. Upon
exercise,  an  optionee  will  not  realize  taxable  income  (except  that  the
alternative  minimum tax may apply) and the  Company will not be entitled to any
deduction. If the optionee sells the shares more than two years after the  grant
date  and more than one  year after exercise, the  entire gain, if any, realized
upon the sale will be taxable to the optionee as long-term capital gain and  the
Company  will not be entitled to a corresponding deduction. If the optionee does
not satisfy the holding period requirements, the optionee will realize  ordinary
income,  in most cases equal  to the difference between  the option price of the
shares and the lesser  of the fair  market value of the  shares on the  exercise
date or the amount
 
                                       22

realized  on a sale or exchange of the  shares, and the Company will be entitled
to a corresponding deduction.
 
     Termination of Employment, Death or  Total Disability. Upon termination  of
employment  for cause, all  options held by the  employee will terminate. Vested
options may  be  exercised  at any  time  within  three years  after  any  other
involuntary termination and within three months after voluntary termination, but
in  no event after the expiration date of the option. In the case of retirement,
an option may be exercised for the lesser of the remainder of the option term or
ten years. If death or total disability occurs during any such period  following
termination,  vested options may be exercised for the greater of one year or the
remainder of the applicable period. In the case of death or total disability  of
an employee while employed, options may be exercised during the remainder of the
option term.
 
     Unless  the Committee  determines otherwise,  an employee  will forfeit all
rights in restricted shares and restricted units upon termination of  employment
prior  to  the  lapse  of  restrictions, except  by  reason  of  death  or total
disability.
 
     Transferability. Generally, options, restricted shares and restricted units
are not  transferable  during  an  employee's  lifetime.  As  noted  above,  the
Committee  may  grant  options which  would  be  transferable to  members  of an
employee's immediate family,  including trusts  for the benefit  of such  family
members and partnerships in which such family members are the only partners.
 
     Adjustments.  The Committee may make such adjustments to outstanding awards
(including the exercise price of options), to  the number of shares as to  which
awards  may be granted (i)  to any employee over  any three-year period, (ii) to
all employees through April 25, 2003 and (iii) as incentive stock options in any
year, as it  deems appropriate  or equitable in  the event  of distributions  to
holders of Common Stock, stock splits, recapitalizations or other changes in the
outstanding  Common Stock or  in the event of  mergers, acquisitions and certain
other transactions.  The  number of  shares  available  for award  will  not  be
decreased  by any awards made and any shares delivered under the Stock Plan upon
the assumption of or  in substitution for outstanding  awards made by an  entity
acquired by the Company (unless such awards are made to individuals who upon the
acquisition  become subject to  Section 16(b) of the  Securities Exchange Act of
1934).
 
     Termination and Amendment. The Board  of Directors may suspend,  terminate,
modify or amend the Stock Plan; provided, however, that any amendment that would
materially  increase  the  aggregate  number  of  shares  which  may  be issued,
materially increase the benefits accruing to participants, or materially  modify
the  requirements  as  to  eligibility for  participation,  will  be  subject to
shareowner approval.
 
     Requisite Vote. The affirmative vote of a majority of the shares of  Common
Stock  present or represented and entitled to vote on the proposal at the Annual
Meeting is required for approval of  the amended Stock Plan. If the  shareowners
do  not approve the amended Stock Plan, the  Stock Plan in its current form will
remain in effect.
 
     THE BOARD  OF  DIRECTORS  RECOMMENDS  THAT THE  SHAREOWNERS  VOTE  FOR  THE
APPROVAL OF THE AMENDED 1993 STOCK PLAN.
 
                                       23

                 3 -- AMENDMENT OF INCENTIVE COMPENSATION PLAN
 
     At  the  1992 Annual  Meeting, shareowners  approved the  AlliedSignal Inc.
Incentive Compensation Plan for Executive Employees (the 'Incentive Plan').  The
Incentive  Plan has been administered by  the Committee as described above under
'Annual incentive  bonus'  in the  'Report  of the  Management  Development  and
Compensation  Committee.' In order to meet requirements set forth in regulations
proposed under OBRA with respect to annual cash bonuses, the Board of  Directors
is  recommending amendments to the Incentive Plan which would further define and
limit amounts  which  may be  paid  in the  aggregate  to the  Company's  senior
executive employees and on an individual basis to any employee.
 
     As   amended,  the  Incentive  Plan  would  establish  a  performance  goal
prohibiting the  payment of  any annual  bonuses to  senior executive  employees
unless  there are positive 'Consolidated Earnings'  (as defined in the Plan) for
the year for which the bonuses are paid. The maximum amount that may be credited
to the  fund from  which bonuses  are paid  to senior  executive employees  (the
'Reserve')  is 2%  of Consolidated  Earnings. The  maximum bonus  which might be
payable to an individual who is Chief  Executive Officer during any part of  the
year  and to  each other eligible  employee would  be limited to  0.4% and 0.2%,
respectively, of Consolidated Earnings for  such year. Amounts remaining in  the
Reserve  may  be allocated  by the  Committee among  all other  senior executive
employees. The Committee would exercise discretion within the above maximums  in
determining  the  amount of  individual awards  and is  expected to  utilize the
criteria set forth above  under 'Annual incentive bonus'  in the 'Report of  the
Management Development and Compensation Committee' in doing so.
 
     As proposed, 'Consolidated Earnings' would be modified to mean consolidated
net  income for  the year for  which a  bonus is paid,  as shown  on the audited
consolidated statement of income of the Company, adjusted to omit the effects of
extraordinary items, gain or loss on  the disposal of a business segment  (other
than  provisions for  operating losses or  income during  the phase-out period),
unusual or infrequently  occurring events  and transactions  and the  cumulative
effects  of changes  in accounting principles,  all as  determined in accordance
with  generally  accepted   accounting  principles.   The  modified   definition
specifically  identifies the adjustments to be  made and eliminates the existing
discretion of  the Board  of Directors  and the  Committee to  make any  further
adjustments.
 
     Other  amendments would  eliminate an  existing provision  which allows the
carryforward of any balance remaining in the Reserve for future awards and would
limit the accrual of  notional interest on  deferred awards to  a rate not  more
than the greater of 10% or twice the 10-year U.S. Treasury Bond Rate at the time
the rate is determined, with interest compounded daily.
 
     The  primary features of  the amended Incentive  Plan are summarized below.
The summary is qualified in its entirety by reference to the specific provisions
of the amended Incentive Plan, the full text of which is set forth as Exhibit  B
to this Proxy Statement.
 
Plan Summary and Other Information
 
     Administration.  The Incentive Plan is administered by the Committee, which
is composed of independent directors who are not eligible to participate in  the
Incentive Plan.
 
                                       24

     Eligibility.  The  Incentive  Plan  defines  eligible  employees  as  those
Executive Employees of the  Company or its subsidiaries  who by reason of  their
job  responsibilities are in a position to make a measurable contribution to the
achievement  of  corporate  objectives.  The  Incentive  Plan  also  includes  a
definition  of Senior Executive Employees, a smaller group of eligible employees
consisting of  officers of  the  Company and  any other  senior-level  executive
employees  who by  reason of  job responsibilities  have been  determined by the
Committee to  be  in  a position  to  make  a significant  contribution  to  the
attainment of corporate objectives.
 
     Amounts  Available for Awards. No amount may be credited to the Reserve for
any year unless there  are Consolidated Earnings (as  described above) for  that
year.  The maximum amount that may be credited to the Reserve for any year is 2%
of Consolidated  Earnings. Following  receipt  of a  report from  the  Company's
independent  accountants of  such maximum  amount, the  Board of  Directors will
determine the amount to be  credited to the Reserve  for that year. The  maximum
aggregate amount of long-term awards to Senior Executive Employees and of short-
and  long-term awards to Executive Employees will be determined by the Committee
and is not chargeable against the Reserve.
 
     Award Recipients and Amounts. The Senior Executive Employees to whom awards
will be made, and  the aggregate amounts of  their individual short-term  awards
(limited  by the amount credited  to the Reserve at the  time of the awards) and
long-term awards (limited by the Committee's determination of the maximum amount
available for such  awards), will be  determined by the  Committee, taking  into
consideration the recommendations of the Chief Executive Officer, the employee's
contribution  to  the achievement  of the  Company's  objectives and  such other
matters as the Committee deems relevant.  The maximum short-term award that  may
be  payable for any year to an  individual who is Chief Executive Officer during
any part of the year and to each other eligible employee would be 0.4% and 0.2%,
respectively, of Consolidated Earnings. Amounts remaining in the Reserve may  be
allocated  by  the Committee  among all  other  Senior Executive  Employees. The
Executive Employees  to whom  awards will  be  made, and  the amounts  of  their
individual  short-and long-term awards (limited by the Committee's determination
of the maximum  amount available  for such awards),  will be  determined by  the
Chief Executive Officer. Long-term performance periods would cover more than one
fiscal  year. Awards may  be made to  employees who retired  or whose employment
terminated during the fiscal year or other performance period or to the designee
or estate of any employee who died during the period.
 
     Form and Payment of  Awards. All awards  will be in cash  and will be  paid
currently,  unless the Committee determines to  defer any award. Deferred awards
may be paid in one lump sum or in installments and may accrue notional  interest
(at a rate described above), all as the Committee determines.
 
     Accelerated  Payment. The  Incentive Plan  provides that  payment of awards
will be  accelerated  under certain  circumstances,  including the  purchase  of
shares  pursuant to a tender offer or exchange offer (other than an offer by the
Company) for the Common Stock, the acquisition by another entity of 30% or  more
of  the Common  Stock, a  merger in  which the  Company will  not survive  as an
independent publicly-owned corporation,  or other similar  events (a 'change  in
control'). In the event of such an acceleration, the amount of the payment would
 
                                       25

be  based  on the  maximum award  that would  have been  paid if  the objectives
established for the applicable performance period had been met, pro-rated on the
basis of the completed portion of  the period. The Incentive Plan also  provides
that  at the  time an  employee requests  the Committee  to defer  an award, the
employee may elect  that the deferred  award and any  notional interest  accrued
thereon be paid in a lump sum following a change in control.
 
     Special  Awards and Other Plans. Special recognition and performance awards
not chargeable against the Reserve may be  made from time to time. In  addition,
the  Company and its subsidiaries may provide other incentive compensation plans
providing for  the payment  of incentive  compensation to  employees,  including
officers  and any other  Senior Executive Employees,  not chargeable against the
Reserve.
 
     Amendment.  The  Board  of  Directors,  with  the  prior  approval  of  the
Committee,  shall  have the  right to  amend the  Incentive Plan,  including any
amendment that would  increase the maximum  amount that may  be credited to  the
Reserve  or that would otherwise increase the  cost of the Incentive Plan to the
Company. However,  with respect  to short-term  awards for  the Chief  Executive
Officer  and the next  four highest paid  officers, any amendment  to change the
performance  goal  based  on  Consolidated  Earnings,  to  change  the   maximum
short-term  award, to change the maximum interest  rate on deferred awards or to
change the definition  of Consolidated  Earnings will be  subject to  shareowner
approval.   The  Board  may  also  repeal  the  Incentive  Plan  or  direct  the
discontinuance of awards on a temporary or permanent basis.
 
     Federal Income Tax Consequences. Based  on the Company's interpretation  of
existing  federal  tax  law,  including  the  proposed  regulations  under OBRA,
short-term awards will be deductible by the Company while a portion of long-term
awards (of which none  are currently outstanding) may  be non-deductible in  the
year in which the award is paid. In each instance, the award would be taxable to
the  employee  in  such  year.  In addition,  payments  with  respect  to awards
accelerated because  of a  change in  control may  in certain  circumstances  be
subject  to an excise  tax imposed on  the employee and,  with respect to awards
which otherwise would be deductible, may become non-deductible to the Company.
 
     Participating Employees. Approximately  17 Senior  Executive Employees  and
111  Executive Employees are  currently eligible for  awards under the Incentive
Plan for 1994.  However, no determination  has been  made as to  the amounts  of
awards  that will  be granted  to specific individuals  in the  future. (See the
Summary Compensation Table  for information  relating to prior  awards to  named
executive officers.) Other incentive compensation plans have been established on
a  Company-wide or operating unit basis under which employees may receive awards
at the discretion of management. Generally, employees eligible for awards  under
the Incentive Plan have not received awards under those other plans.
 
     Requisite  Vote. The affirmative vote of a majority of the shares of Common
Stock present or represented and entitled to vote on the proposal at the  Annual
Meeting  is  required  for  approval  of  the  amended  Incentive  Plan.  If the
shareowners do not approve the amended Incentive Plan, the Incentive Plan in its
current form will remain in effect.
 
     THE BOARD  OF  DIRECTORS  RECOMMENDS  THAT THE  SHAREOWNERS  VOTE  FOR  THE
APPROVAL OF THE AMENDED INCENTIVE COMPENSATION PLAN.
 
                                       26

                    4 -- AMENDMENT OF DIRECTORS' STOCK PLAN
 
     The  Restricted Stock Plan for  Non-Employee Directors of AlliedSignal Inc.
(the  'Directors'  Stock  Plan')  was  approved  by  shareowners  in  1985.  The
Directors'  Stock Plan currently  provides for a one-time  award of 1,500 shares
(3,000 shares  following  the Stock  Split)  of Common  Stock  (the  'restricted
shares')  to each director who  is not an officer or  employee of the Company (a
'non-employee director'). A director who is at least 65 years old is entitled to
one-tenth of  the  shares awarded  for  each year  of  service, subject  to  the
restrictions  described below. The Directors' Stock  Plan has been in effect for
over eight years and the Board of Directors is recommending that the shareowners
approve amendments in order to modernize  its provisions and enable the  Company
to  continue to attract and retain  highly qualified directors and further align
the interests of the Company's directors with those of its shareowners.
 
     The principal amendments to the Directors'  Stock Plan would reduce by  50%
the  number of restricted shares awarded to non-employee directors first elected
to the Board after April 25,  1994, shorten the vesting schedule for  restricted
shares and provide for the annual grant of stock options. Other amendments would
impose  a limit on the number of shares of Common Stock available for awards and
change the name of the Directors' Stock Plan to the 'Stock Plan for Non-Employee
Directors of AlliedSignal Inc.'
 
     The primary features of  the amended Directors'  Stock Plan are  summarized
below.  The summary is  qualified in its  entirety by reference  to the specific
provisions of the amended Directors' Stock Plan,  the full text of which is  set
forth as Exhibit C to this Proxy Statement.
 
Plan Summary and Other Information
 
     Form  of Awards. Awards shall  be granted in the  form of restricted shares
and non-qualified stock options. Shares utilized under the Directors' Stock Plan
may be either authorized but unissued shares or issued shares reacquired by  the
Company.
 
     Number  of Awards. The  maximum aggregate number of  shares of Common Stock
available for awards is 225,000 shares.
 
     Administration. The Directors' Stock Plan is administered by the Management
Development and Compensation Committee of the Board of Directors.
 
     Eligibility and Awards. All current non-employee directors have received  a
one-time  award of  1,500 restricted  shares (3,000  shares following  the Stock
Split). Each new  non-employee director  elected after the  1994 Annual  Meeting
will  receive an award  of 1,500 restricted  shares on a  post-split basis. Each
non-employee director continuing in office after an Annual Meeting will  receive
a non-qualified stock option to purchase 1,000 shares of Common Stock on a post-
split basis.
 
     Restrictions  on Restricted Shares. A certificate for the restricted shares
is issued in the name of each  non-employee director and held in custody by  the
Company  for the director's account. The director is not entitled to delivery of
the certificate and the  shares will be subject  to transfer restrictions for  a
period  (the 'Restricted Period') of six months from the date of award and until
the directors' service terminates  with the consent of  a majority of the  other
members of the Board, provided termination occurs at or after age 65. Subject to
the foregoing restrictions,
 
                                       27

the  director has the rights and privileges of a shareowner, including the right
to receive dividends on and the right to vote the restricted shares.
 
     Term of Options. Each option granted  under the Directors' Stock Plan  will
have a term of ten years.
 
     Option  Price. Options will be  priced at 100% of  the fair market value of
the Common Stock on the date of grant. Fair market value is the mean between the
highest and lowest sales prices of the Common Stock as reported on the New  York
Stock  Exchange Composite Tape for  the grant date. (The  last sale price of the
Common Stock so reported for February 28,  1994 was $76 3/8 per share.)  Payment
by  a non-employee director upon exercise of an option may be made in cash or in
already-owned shares of Common Stock.
 
     Option Vesting. Each option shall become 100% vested at the earliest of the
non-employee director's retirement from the Board  at or after age 70, death  or
disability  or on April  1 of the third  year after the date  of grant. Prior to
becoming 100% vested, each option becomes exercisable in cumulative installments
of 40% of the  shares of Common Stock  subject to the option  on April 1 of  the
year  following the grant date and an additional 30% of the shares on April 1 of
each of the next two years.
 
     Non-transferability of  Options.  Options  are not  transferable  during  a
non-employee director's lifetime.
 
     Termination  of Directorship. Vested options  may be exercised within three
months after  voluntary termination  of service  and for  the remainder  of  the
option term in the case of retirement at or after age 70. If death or disability
occurs  during such periods, vested options may  be exercised for the greater of
one year or  the remainder of  the applicable period.  In the case  of death  or
disability  while  serving on  the Board,  options may  be exercised  during the
remainder of  the  option term.  Restricted  shares  will be  forfeited  if  the
director's  service terminates (other than for death or disability) prior to the
end of the Restricted  Period. If the director  remains a non-employee  director
for  the entire Restricted  Period, the restrictions will  lapse with respect to
one-fifth of  the shares  for each  full year  of service.  Upon termination  of
service due to death or disability, the former director or the director's estate
will receive all of his or her shares of Common Stock without restriction.
 
     Adjustments  in Event of Changes in Capitalization. In the event of a stock
split, recapitalization  or  other change  in  the corporate  structure  of  the
Company  or the Common Stock,  the number of shares of  Common Stock that may be
awarded under the Directors' Stock Plan and the number and class of shares  that
may  be  awarded  as  restricted  shares  or  options  or  that  are  subject to
outstanding awards, and the  option price per  share under outstanding  options,
shall automatically be adjusted to prevent dilution or enlargement of rights.
 
     Termination  or Amendment. The  Directors' Stock Plan  may be terminated or
amended by the Board. However, no amendment may be made without the approval  of
the  Company's shareowners if shareowner approval is required by law or in order
to comply with Rule  16b-3 under Section  16 of the  Securities Exchange Act  of
1934,  as amended from time  to time. Amendments generally  may not be made more
than once every six months.
 
                                       28

     Certain Federal Income Tax Consequences. The following statements are based
on current  interpretations of  existing  federal income  tax  law. The  law  is
technical  and complex  and the statements  represent only a  general summary of
some of the applicable provisions.
 
     Options. While there are no federal  income tax consequences to either  the
director  or  the Company  on the  grant of  an option,  the director  will have
taxable ordinary income on the exercise  of a non-qualified option equal to  the
excess  of the  fair market value  of the shares  on the exercise  date over the
option price. The Company is entitled to a corresponding deduction.
 
     Restricted Shares. Unless  a director  elects to be  taxed at  the time  of
grant, the director will not realize taxable income, and the Company will not be
entitled to a deduction, until termination of the restrictions. Upon termination
of  the restrictions,  the director will  realize taxable ordinary  income in an
amount equal to the fair market value of the Common Stock at that time, and  the
Company will be entitled to a deduction in the same amount. If a director elects
to  be taxed at  the time of  grant, the director  will realize taxable ordinary
income in an amount equal to the  fair market value of the restricted shares  at
that  time, the Company will  be entitled to a deduction  in the same amount and
any gain or loss realized by the  director upon disposition of the Common  Stock
will be capital gain or loss.
 
     The  following table  indicates the  aggregate number  of shares  of Common
Stock underlying  annual stock  option grants  to  be made  in 1994  to  current
non-employee directors continuing in office after the Annual Meeting.
 
                               NEW PLAN BENEFITS

                                                                   NUMBER OF SHARES
                            GROUP                              UNDERLYING OPTION GRANTS
- -------------------------------------------------------------  ------------------------
                                                            
Non-Employee Directors (12 in number)........................           12,000*

- ------------
 
* Each  new non-employee  director elected  after the  1994 Annual  Meeting will
  receive an award of 1,500 restricted shares on a post-split basis.
 
     Requisite Vote. The affirmative vote of a majority of the shares of  Common
Stock  present or represented and entitled to vote on the proposal at the Annual
Meeting is required for  approval of the amended  Directors' Stock Plan. If  the
shareowners  do not approve the  amended plan, the Directors'  Stock Plan in its
current form will remain in effect.
 
     THE BOARD  OF  DIRECTORS  RECOMMENDS  THAT THE  SHAREOWNERS  VOTE  FOR  THE
APPROVAL OF THE AMENDED DIRECTORS' STOCK PLAN.
 
                  5 -- APPOINTMENT OF INDEPENDENT ACCOUNTANTS
 
     Upon  the recommendation of the Audit Committee, which is composed entirely
of independent directors, the Board of Directors has appointed Price  Waterhouse
as  independent accountants for the Company  to audit its consolidated financial
statements for 1994 and to  perform audit-related services, including review  of
the  Company's quarterly interim financial  information and periodic reports and
registration statements filed with the Securities and
 
                                       29

Exchange Commission and consultation in  connection with various accounting  and
financial  reporting matters. Price Waterhouse  also performs non-audit services
for the Company.
 
     The Board  has  directed  that  the  appointment  of  Price  Waterhouse  be
submitted to the shareowners for approval. The affirmative vote of a majority of
the  shares of Common Stock  present or represented and  entitled to vote on the
proposal at the Annual Meeting is  required for approval. If the shareowners  do
not approve, the Audit Committee and the Board will reconsider the appointment.
 
     Price  Waterhouse has audited the  consolidated financial statements of the
Company and  its predecessor,  Allied Corporation,  since 1969.  Total fees  for
services   rendered  by  Price  Waterhouse  in  1993  to  the  Company  and  its
subsidiaries worldwide were approximately $12,300,000.
 
     The Company has been advised by Price Waterhouse that it expects to have  a
representative  present at the Annual Meeting  and that such representative will
be available to respond to appropriate questions. Such representative will  also
have the opportunity to make a statement if he desires to do so.
 
     THE  BOARD  OF  DIRECTORS  RECOMMENDS THAT  THE  SHAREOWNERS  VOTE  FOR THE
APPROVAL OF THE APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS.
 
                              SHAREOWNER PROPOSALS
 
     Shareowners have  given  the  Corporation  notice  of  their  intention  to
introduce   the  following  proposals  for   consideration  and  action  by  the
shareowners at the  Annual Meeting.  The proposed  resolutions and  accompanying
statements  have been  provided by  the respective  proponents. For  the reasons
stated, the Board of Directors does NOT support these proposals. The affirmative
vote of a  majority of the  shares of  Common Stock present  or represented  and
entitled to vote on the proposals at the Annual Meeting is required for approval
of each proposal.
 
              6 -- SHAREOWNER PROPOSAL REGARDING DIRECTORS' TENURE
 
     This  proposal  has been  submitted by  Evelyn  Y. Davis,  Watergate Office
Building, 2600 Virginia Avenue, N.W., Suite 215, Washington, DC 20037, the owner
of 100 shares of Common Stock.
 
                                   ----------------------
          'RESOLVED: That the  stockholders of AlliedSignal  recommend that  the
     Board  take the necessary steps so  that future outside directors shall not
     serve for more than six years.'
 
          'REASONS: The  President  of  the  U.S.A. has  a  term  limit,  so  do
     Governors of many states.
 
          'Newer  directors may bring in fresh outlooks and different approaches
     with benefits to all shareholders.
 
          'No director should be  able to feel that  his or her directorship  is
     until retirement.
 
          'Last year the owners of 10,438,034 shares, representing approximately
     10.7% of shares voting, voted FOR this proposal.
 
          'If you AGREE, please mark your proxy FOR this resolution.'
 
                                       30

BOARD OF DIRECTORS' RECOMMENDATION -- THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREOWNERS VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING REASONS:
 
     The  Board of Directors believes that familiarity with and understanding of
the Company  achieved through  continuity of  service are  assets which  enhance
directors' contributions to the Company. Arbitrarily limiting directors' service
would  deprive  the  Company of  the  insights  directors have  gained  into the
Company's business,  strategies  and  policies. Such  a  limitation  could  also
discourage desirable candidates from accepting nomination to the Board.
 
     The  peer review which is part of the nomination process assures that those
who are  chosen to  stand  for re-election  have made  and  can be  expected  to
continue  to make  significant contributions  to the  Company. The  Board policy
governing directors' retirement (at age  70) and the Company's By-law  providing
for  a  range  in  the  number  of directors  between  13  and  23  assure ample
opportunity to add new directors with fresh ideas and outlooks and a variety  of
experience  and expertise. In fact, more  than half of the Company's independent
directors joined the Board after 1986.
 
     A similar proposal in 1993 was defeated by the holders of more than 89%  of
the  votes cast  on the proposal,  up from 84%  in 1992. The  Board believes the
shareowners should continue to oppose the proposal.
 
     FOR THE REASONS  STATED ABOVE,  THE BOARD  OF DIRECTORS  RECOMMENDS A  VOTE
AGAINST THIS PROPOSAL.
 
           7 -- SHAREOWNER PROPOSAL REGARDING EXECUTIVE COMPENSATION
 
     This proposal has been submitted by Murray Katz and Beatrice M. Katz, 11435
Monterrey  Drive, Silver  Spring, Maryland  20902, the  owners of  134 shares of
Common Stock.
 
                                  -----------------------
          'RESOLVED: That the shareholders  of AlliedSignal Inc. recommend  that
     the  Board of  Directors institute a  salary and  compensation ceiling such
     that as  to future  employment contracts,  no senior  executive officer  or
     director  of  the Company  receive combined  salary and  other compensation
     which is more than two  times the salary provided  to the President of  the
     United States, that is, no more than $400,000.'
 
          'REASONS:   There  is  no  corporation  which  exceeds  the  size  and
     complexity of the United  States government of which  the President is  the
     chief  executive  officer. Even  government  agencies exceed  the  size, as
     measured by  personnel  and  budget,  of  most  private  corporations.  The
     President  of the United States receives  a salary of $200,000; even agency
     heads and members of  Congress are paid only  somewhat more than  $100,000.
     The  recommended ceiling  is sufficient  to motivate  any person  to do his
     best.
 
          'While the  duties of  the  President of  the  United States  are  not
     comparable  to  those  of  senior  executive  officers  or  directors  (the
     President has a much more demanding  job) and while the President has  many
     valuable  compensations which may exceed that of company executives, we use
     the salary of the President only  as a reference point for shareholders  to
     consider as they evaluate this resolution.
 
                                       31

          'Officers  and directors of public  corporations are the employees and
     not the owners,  except as they  may be shareholders  in common with  other
     stockholders.  Yet, they give the appearance that they run the corporations
     primarily for  their benefit  and incidentally  for the  shareholders.  The
     Board of Directors, a closed group which perpetuates itself, determines who
     is  to be selected to the Board and who is to be an officer of the company,
     as well as the compensation to be received. Directors and officers can  run
     the corporation as if it were their property. Thus, officers may drain away
     millions  in  salary,  stock  options  and  other  compensation.  When  the
     recommended ceiling on salary and compensation is exceeded, it demonstrates
     greed and abuse of power.
 
          'Usually, there is no direct correlation between the profitability  of
     a  corporation  and the  compensation  to officers.  In  many corporations,
     compensation increases even  as profits  fall. High  compensation need  not
     serve  as an  incentive for  a better  run or  more profitable corporation.
     There is no shortage of qualified people who could do as good a job as  the
     incumbent  officers of  the Corporation  and who  would have  no hesitation
     serving within the aforementioned pay ceiling.
 
          'Any officer  who believes  he can  better the  corporation should  be
     sufficiently  motivated to purchase stock on  the open market or to receive
     stock options as  part of his  salary and compensation  package. To  remain
     competitive  in world markets we must  cut our costs and not overcompensate
     directors and officers.
 
          'If you AGREE, please mark your proxy FOR this resolution.'
 
BOARD OF DIRECTORS' RECOMMENDATION -- THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREOWNERS VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING REASONS:
 
     The Board of Directors believes that establishment of a rigid and arbitrary
ceiling on compensation payable to  the Company's senior executive officers  and
directors  would make  it impossible  for the  Company to  attract, motivate and
retain the highest quality executives and,  thus, would not benefit the  Company
or its shareowners.
 
     As  described  above  in  the 'Report  of  the  Management  Development and
Compensation Committee,'  the  Company's  executive  compensation  programs  are
designed  to attract and retain highly qualified executives and motivate them to
maximize shareowner returns. These  programs, which have  been developed in  the
context  of  competitive conditions,  link  a significant  portion  of executive
compensation to  performance and  to appreciation  in the  price of  the  Common
Stock.
 
     The  Board  of Directors  is responsible  to direct  the management  of the
Company's business  and affairs  in  a manner  it believes  to  be in  the  best
interests   of  the  Company's  shareowners.   This  responsibility  extends  to
significant executive compensation  decisions. The Board  believes the  proposed
ceiling  on compensation would  unreasonably limit its  ability to recognize and
reward individual performance based on such factors as individual and  corporate
goals  and  performance, shareowner  returns and  industry conditions.  This, in
turn, would place the Company at  a severe competitive disadvantage compared  to
companies not subject to the limitation.
 
                                       32

     The  Board  believes that  a realistic  approach which  allows compensation
levels to reflect performance factors and changing market conditions is  crucial
to  the  Company's success  and that  the proposed  ceiling would  undermine the
effectiveness of the Company's compensation programs.
 
     FOR THE REASONS  STATED ABOVE,  THE BOARD  OF DIRECTORS  RECOMMENDS A  VOTE
AGAINST THIS PROPOSAL.
 
                             ADDITIONAL INFORMATION
 
Other Action at the Meeting
 
     The  Board of Directors was not aware  within a reasonable time before this
solicitation of  any other  matter to  be  presented for  action at  the  Annual
Meeting.   If  any  additional  matters   are  properly  presented,  the  shares
represented by a properly signed proxy card will be voted in accordance with the
judgment of the persons named on the proxy card.
 
     Under the Company's By-laws, a shareowner of record entitled to vote at the
Annual Meeting who intends to make a nomination for the election of directors at
the meeting  must give  the Secretary  of  the Company  written notice  of  such
intention  in accordance with  the prescribed procedure.  In general, the By-law
procedure (the full  provisions of  which govern)  requires that  the notice  be
received  at the Company's headquarters  not less than 30  nor more than 60 days
prior to the meeting and  that it set forth  the shareowner's name, address  and
number  of shares of Common Stock  beneficially owned, together with information
about the  candidate  that  would be  required  in  a proxy  statement  and  the
candidate's written consent to be nominated and to serve if elected. Nominations
not  made in  accordance with  the procedure prescribed  in the  By-laws must be
disregarded.
 
Cost of Solicitation
 
     The cost  of solicitation  will be  borne by  the Company.  In addition  to
solicitation by mail, directors, officers and other employees of the Company may
solicit  proxies personally or by telephone or other means of communication. The
Company will also  reimburse persons holding  stock in their  names or those  of
their  nominees for their reasonable expenses in sending proxy material to their
principals and obtaining their proxies. The  Company has retained Morrow &  Co.,
New  York, New York, at an approximate total cost of $25,000, plus out-of-pocket
expenses, to assist  in the solicitation  of proxies by  mail, personally or  by
telephone or other means of communication.
 
Shareowner Proposals for 1995 Annual Meeting
 
     Shareowners  may  submit proposals  on  matters appropriate  for shareowner
action at the Company's annual meetings, consistent with regulations adopted  by
the Securities and
 
                                       33

Exchange  Commission.  Proposals to  be considered  for  inclusion in  the Proxy
Statement for the 1995 Annual Meeting must be received by the Company not  later
than  November 10, 1994.  Proposals should be  directed to the  attention of the
Secretary, AlliedSignal Inc., P.O. Box 4000, Morristown, New Jersey 07962.
 
                              ---------------------------
     Shareowners are urged to send in their proxies without delay.
 
                                         By Order of the Board of Directors
 
                                              ANDREW B. SAMET
                                             Vice President, Secretary
                                               and Associate General Counsel
 
March 10, 1994
 
                                       34

                                                                       EXHIBIT A
 
                              1993 STOCK PLAN FOR
                         EMPLOYEES OF ALLIEDSIGNAL INC.
                               AND ITS AFFILIATES
 
                  (As amended effective as of January 1, 1994)
 
1. Purpose
 
     AlliedSignal  Inc. (the 'Company')  desires to attract  and retain the best
available talent and encourage the highest level of performance by employees  in
order  to  serve the  best  interests of  the  Company and  its  shareowners. By
affording eligible employees the opportunity to acquire proprietary interests in
the Company and by  providing them incentives to  put forth maximum efforts  for
the  success of  the Company's  business, the 1993  Stock Plan  for Employees of
AlliedSignal Inc. and its Affiliates (the '1993 Plan') is expected to contribute
to the attainment of those objectives.
 
2. Definitions
 
     Acquisition Price per Share. The greater of (i) the highest price per Share
stated on the Schedule 13D or any  amendment thereto filed by the holder of  20%
or  more of the Company's  voting power which gives  rise to the conversion into
cash of a Limited  Right or restricted  Unit, and (ii)  the highest Fair  Market
Value  per Share during the ninety-day period ending on the date a Limited Right
or restricted Unit is converted into cash.
 
     Acquisition Spread. An amount equal to the product computed by  multiplying
(i)  the excess of (A) the Acquisition Price per Share over (B) the option price
per Share at which the related Stock  Option is exercisable, by (ii) the  number
of Shares with respect to which a Limited Right is being converted into cash.
 
     Affiliate.  Any  parent,  any  subsidiary  of which  at  least  50%  of the
aggregate outstanding voting common stock or capital stock is owned directly  or
indirectly  by  the Company  and any  other entity  in which  the Company  has a
substantial ownership interest and which has been so designated by the Committee
in its sole discretion.
 
     Change in Control. A  'Change in Control'  is deemed to  occur at the  time
when  any entity, person or  group (other than the  Company, any subsidiary, any
Section 16 Employee or group of Section 16 Employees, or any savings, pension or
other benefit  plan  for  the  benefit  of  employees  of  the  Company  or  its
subsidiaries)  which theretofore beneficially owned less  than 30% of the Common
Stock then  outstanding acquires  Common Stock  in a  transaction or  series  of
transactions that results in such entity, person or group directly or indirectly
owning beneficially 30% or more of the outstanding Common Stock.
 
     Committee.  The Management  Development and  Compensation Committee  of the
Board of Directors of the Company or any successor thereto.
 
     Common Stock.  The publicly  traded  common stock  of  the Company  or  any
successor.
 
                                      A-1

     Dividend Equivalents. An amount equal to the cash dividends that would have
been  paid with respect to an Award, if the Award constituted Common Stock, duly
issued and outstanding on the date on which a dividend is payable on the  Common
Stock.
 
     Fair  Market Value. The mean between the highest and lowest sales prices of
a Share as reported on the New  York Stock Exchange Composite Tape for the  date
as  to which a determination is to be  made, or in the absence of reported sales
on that date, on the next preceding day on which there were reported sales.
 
     Merger Price per Share. The greater of  (i) the fixed or formula price  for
the acquisition of Shares occurring pursuant to the event described in paragraph
12(a)(iii),  if such fixed or formula price is determinable on the date on which
the Limited  Right or  restricted Unit  is  converted into  cash, and  (ii)  the
highest  Fair Market Value per Share during  the ninety-day period ending on the
date on which the Limited Right or  restricted Unit is converted into cash.  Any
securities  or property  which are  part or  all of  the consideration  paid for
Shares pursuant to such  event shall be valued  in determining the Merger  Price
per  Share  at the  higher of  (A) the  valuation placed  on such  securities or
property by the corporation, person  or other entity which  is a party with  the
Company to such event or (B) the valuation placed on such securities or property
by the Committee.
 
     Merger  Spread. An amount equal to  the product computed by multiplying (i)
the excess of (A) the Merger Price per Share over (B) the option price per Share
at which the related Stock Option is  exercisable, by (ii) the number of  Shares
with respect to which a Limited Right is being converted into cash.
 
     Offer  Price per Share. The greater of (i) the highest price per Share paid
in any Offer (as defined in paragraph 12), which Offer is in effect at any  time
during  the ninety-day period ending  on the date on  which the Limited Right or
restricted Unit is converted  into cash, or (ii)  the highest Fair Market  Value
per  Share during such  ninety-day period. Any securities  or property which are
part or all of the consideration paid for Shares in the Offer shall be valued in
determining the Offer Price per Share at the higher of (A) the valuation  placed
on such securities or property by the corporation, person or other entity making
such  Offer or (B)  the valuation placed  on such securities  or property by the
Committee.
 
     Offer Spread. An amount  equal to the product  computed by multiplying  (i)
the  excess of (A) the Offer Price per Share over (B) the option price per Share
at which the related Stock Option is  exercisable, by (ii) the number of  Shares
with respect to which a Limited Right is being converted into cash.
 
     Section  16 Employee.  An employee  of the Company  or an  Affiliate who is
subject to the provisions of Section 16 of the Securities Exchange Act of 1934.
 
     Share. A share of the Common Stock.
 
     Spread. An amount  equal to  the product  computed by  multiplying (i)  the
excess  of (A)  the highest  Fair Market Value  per Share  during the ninety-day
period ending on  the date  on which  the Limited  Right or  restricted Unit  is
converted  into cash over  (B) the option  price per Share  at which the related
Stock Option is exercisable, by (ii) the number of Shares with respect to  which
the Limited Right is being converted into cash.
 
     Total  Disability.  The  permanent inability  as  a result  of  accident or
sickness to perform any and every duty pertaining to such employee's  occupation
or  employment for  which the  employee is  suited by  reason of  the employee's
previous training, education and experience.
 
                                      A-2

3. Scope and Duration
 
     Awards under the 1993 Plan ('Awards') may be granted in the form of options
to purchase Shares ('Stock Options'), Shares, units to acquire Shares ('Units'),
or stock appreciation rights ('Rights'); provided, however, that no Award  shall
be  made under the 1993 Plan after  April 25, 2003. The maximum aggregate number
of Shares as to which Awards may be granted in any calendar year under the  1993
Plan  is 1.5% of the issued Shares which shall, for this purpose, include issued
Shares  reacquired  by  the  Company,  determined  as  of  December  31  of  the
immediately  preceding  year, plus  any Shares  remaining  from the  prior year;
provided, however, that for each year the  1993 Plan is in effect, no more  than
1,700,000  Shares shall be  available for the grant  of Incentive Stock Options.
Awards in the form of Shares and Units  in any calendar year may not exceed  10%
of  the maximum Awards  which may be granted  in that year  and all prior years,
less all  such Awards  granted in  prior  years. In  addition, no  employee  may
receive  grants of  Stock Options, Rights  or any combination  thereof under the
1993 Plan with respect to more than 1,500,000 Shares over any three-year period.
Shares utilized for Awards may be in whole or in part, as the Board of Directors
shall determine, authorized but unissued  Shares or issued Shares reacquired  by
the  Company. Any  Shares issued  by the  Company upon  the assumption  of or in
substitution for  outstanding awards  made by  a corporation  or other  business
entity  acquired by the Company shall not  reduce the number of Shares available
for Awards under the 1993 Plan (unless  such Awards are made to individuals  who
become Section 16 Employees upon the acquisition).
 
4. Administration
 
     The  Committee shall  have discretionary  authority to  administer the 1993
Plan including,  without  limitation,  the  power to  grant  Stock  Options,  to
determine  the purchase price  of the Shares  covered by each  Stock Option, the
term of  each Stock  Option,  to designate  Stock  Options as  'Incentive  Stock
Options'  as described  in the  Internal Revenue Code  of 1986,  as amended (the
'Code'), or non-qualified Stock Options; to  grant Rights, Shares and Units  and
to determine the term of the restricted period or other conditions applicable to
such Awards; to determine the employees to whom, and the time or times at which,
Awards shall be granted and the number of Stock Options, Shares, Rights or Units
to  be covered by each such Award; to interpret the provisions of the 1993 Plan;
to prescribe, amend and rescind rules and regulations relating to the 1993 Plan;
and to make all other determinations and take any action it shall deem necessary
or advisable for the administration of the 1993 Plan. The Committee may delegate
to one or more of its members or to  one or more agents who may be employees  of
the  Company such authority as  it may deem advisable,  and the Committee or any
person to whom it has  delegated authority as aforesaid  may employ one or  more
persons  to render  advice with respect  to any responsibility  the Committee or
such person may have under the 1993 Plan.
 
     The Committee  may  employ  attorneys, consultants,  accountants  or  other
persons,  and the Committee, the Company and its officers and directors shall be
entitled to rely upon  the advice, opinions or  valuations of any such  persons.
All  actions  taken  and  all interpretations  and  determinations  made  by the
Committee shall  be final  and  binding upon  all  employees who  have  received
Awards, the Company and all other interested persons.
 
                                      A-3

5. Eligibility; Factors to be Considered in Granting Awards
 
     Awards  will be  limited to  officers and  other employees  who are regular
full-time employees of the Company or an Affiliate. In determining the employees
to whom Awards shall be granted and the number of Shares or Units to be  covered
by  each Award, the Committee  shall take into account  the nature of employees'
duties, their present and potential contributions to the success of the  Company
and  such other factors as it may deem relevant. A director of the Company or of
an Affiliate who is not also a  regular full-time employee will not be  eligible
to  receive an Award. Awards may be  granted singly, in combination or in tandem
and may be made  in combination or in  tandem with or in  replacement of, or  as
alternatives  to, awards or  grants under any other  employee plan maintained by
the Company.  An Award,  other than  an Award  of Shares,  may provide  for  the
accrual or payment of Dividend Equivalents or notional interest.
 
6. Option Price
 
     The  purchase  price  of  Shares  covered by  each  Stock  Option  shall be
determined by the Committee, but in no event shall be less than 100% of the Fair
Market Value of  a Share on  the date the  Stock Option is  granted. Such  price
shall be subject to adjustment as provided in paragraph 17.
 
7. Term of Options
 
     The  term of each Incentive Stock Option  granted under the 1993 Plan shall
be not  more than  ten years  from the  date of  grant, as  the Committee  shall
determine,  and the  term of each  non-qualified Stock Option  granted under the
1993 Plan shall be such  period of time as  the Committee shall determine.  Such
Stock  Options are subject to earlier  termination as provided in paragraphs 15,
16 and 17.
 
8. Exercise of Options
 
     (a) A Stock Option granted under the 1993 Plan shall become exercisable  at
the earliest of the date set forth in the Stock Option agreement, the employee's
normal  retirement  date,  the  employee's  death  or  Total  Disability  or the
occurrence of an Acceleration Date as defined in paragraph 12. The Committee may
also, in its discretion,  accelerate the exercisability of  any Stock Option  at
any time.
 
     (b)  The  purchase  price of  the  Shares as  to  which a  Stock  Option is
exercised shall be paid in full at the time of exercise; payment may be made  in
cash,  which may be paid by check or other instrument acceptable to the Company,
in Shares, valued at  Fair Market Value,  or if permitted  by the Committee  and
subject  to  such terms  and conditions  as  it may  determine, by  surrender of
outstanding Awards under the 1993 Plan.
 
     (c) Any Stock Option  issued hereunder which is  intended to qualify as  an
'Incentive Stock Option' shall be subject to such limitations or requirements as
may  be necessary for the purposes of Section 422 of the Code or any regulations
and rulings promulgated thereunder to the extent and in such form as  determined
by the Committee in its discretion.
 
     (d)  Except as provided in paragraphs 14, 15 and 16, no Stock Option may be
exercised unless the holder thereof  is at the time  of such exercise a  regular
full-time employee of the Company or an Affiliate.
 
                                      A-4

9. Award and Exercise of Rights
 
     (a)  A Right may be  awarded by the Committee  in connection with any Stock
Option granted under  the 1993  Plan, either  at the  time the  Stock Option  is
granted  or  thereafter  at  any  time prior  to  the  exercise,  termination or
expiration of the  Stock Option ('Tandem  Right'), or separately  ('Freestanding
Right').  Each Tandem Right shall be subject to the same terms and conditions as
the related Stock Option and shall be  exercisable only to the extent the  Stock
Option is exercisable.
 
     (b) A Right shall entitle the employee upon exercise in accordance with its
terms  to receive, subject to the provisions of the 1993 Plan and such rules and
regulations as from time to time may be established by the Committee, a  payment
having  an aggregate value equal to (A) the  excess of (i) the Fair Market Value
on the exercise date of one Share over  (ii) the option price per Share, in  the
case  of  a  Tandem Right,  or  the price  per  Share specified  in  the written
agreement evidencing the Right, in the  case of a Freestanding Right, times  (B)
the  number of Shares with respect to which the Right shall have been exercised.
The payment shall be made in the form  of all cash, all Shares or a  combination
thereof, as determined by the Committee in its sole discretion.
 
     (c) The price per Share specified in a Freestanding Right shall not be less
than 100% of the Fair Market Value of a Share on the date the Right is granted.
 
     (d) If upon exercise of a Right the employee is to receive a portion of the
payment in Shares, the number of Shares received shall be determined by dividing
such portion by the Fair Market Value of a Share on the exercise date.
 
     (e)  A  Tandem Right  may be  awarded  by the  Committee which  will become
payable only upon the  occurrence of an Acceleration  Date (a 'Limited  Right').
The  holder of  a Limited  Right shall, upon  the occurrence  of an Acceleration
Date, receive payment as described  in paragraph 12(b); provided, however,  that
no  payment shall be made to a Section 16 Employee unless a period of six months
shall have elapsed from the date of grant of the Limited Right.
 
     (f) Whether  payments  to  employees  upon exercise  of  Tandem  Rights  or
Freestanding  Rights  are made  in cash,  Shares or  a combination  thereof, the
Committee shall  have sole  discretion as  to the  timing of  any cash  payment,
whether in one lump sum or in annual installments or otherwise deferred.
 
10. Award and Delivery of Restricted Shares or Restricted Units
 
     (a)  At the time an  Award of Shares or Units  is made, the Committee shall
establish such restrictions or conditions applicable  to such Award as it  deems
advisable.   The  Committee  may,  in  its  sole  discretion,  provide  for  the
incremental lapse of restrictions (the 'Restricted Period') and for the lapse or
termination of  restrictions  upon  the  satisfaction  of  other  conditions  in
addition  to or other than the expiration  of the Restricted Period with respect
to all  or  any  portion of  the  restricted  Shares or  restricted  Units.  The
Committee  may also in  its sole discretion shorten  or terminate the Restricted
Period or waive any conditions for the lapse or termination of restrictions with
respect to  all or  any portion  of  the Shares  or Units.  Notwithstanding  the
foregoing, all restrictions shall lapse or terminate and all conditions shall be
waived  with respect  to all restricted  Shares or restricted  Units upon death,
Total Disability  or  the occurrence  of  an  Acceleration Date  as  defined  in
paragraph 12.
 
     (b)  A  stock  certificate  representing the  number  of  restricted Shares
granted to an employee shall be registered  in the employee's name but shall  be
held  in custody by the  Company for the employee's  account. The employee shall
generally have the rights and privileges  of a shareowner as to such  restricted
Shares, including the right to vote such restricted Shares, except that, subject
to the
 
                                      A-5

provisions  of paragraph  15, the  following restrictions  shall apply:  (i) the
employee shall  not  be  entitled  to delivery  of  the  certificate  until  the
expiration  or termination of the Restricted  Period and the satisfaction of any
other conditions prescribed by the Committee; (ii) none of the restricted Shares
may be sold, transferred, assigned, pledged, or otherwise encumbered or disposed
of during  the  Restricted  Period  and until  the  satisfaction  of  any  other
conditions  prescribed by the Committee; and  (iii) all of the restricted Shares
shall be forfeited  and all  rights of the  employee to  such restricted  Shares
shall terminate without further obligation on the part of the Company unless the
employee  has satisfied all conditions prescribed by the Committee applicable to
such restricted  Shares. At  the discretion  of the  Committee, cash  and  stock
dividends  with respect to the restricted Shares may be either paid currently or
withheld by the Company for the employee's account, and interest may be paid  on
the  amount of cash  dividends withheld at a  rate and subject  to such terms as
determined by the Committee. Upon the forfeiture of any restricted Shares,  such
forfeited  Shares shall be transferred to  the Company without further action by
the employee.
 
     (c) Upon the  expiration or termination  of the Restricted  Period and  the
satisfaction  of any  other conditions  prescribed by  the Committee  or at such
earlier time as provided for in paragraph 12, the restrictions applicable to the
restricted Shares  shall  lapse  and  a stock  certificate  for  the  number  of
restricted  Shares and  cash equal  to the Fair  Market Value  of any fractional
Share with respect  to which the  restrictions have lapsed  shall be  delivered,
free  of all such  restrictions, except any that  may be imposed  by law, to the
employee or the employee's beneficiary or estate, as the case may be.
 
     (d) In the case of an Award of restricted Units, no Shares shall be  issued
at  the time the  Award is made,  and the Company  shall not be  required to set
aside a fund for the payment of any such Award.
 
     Upon the  expiration  or  termination  of the  Restricted  Period  and  the
satisfaction  of any  other conditions  prescribed by  the Committee  or at such
earlier time as provided for in paragraph  12, the Company shall deliver to  the
employee  or the employee's beneficiary or estate, as the case may be, one Share
for each restricted  Unit with  respect to  which the  restrictions have  lapsed
('Vested Unit') and cash equal to any Dividend Equivalents credited with respect
to  each such Vested Unit and the  interest thereon; provided, however, that the
Committee may, in its sole discretion, elect  to pay cash or part cash and  part
Shares in lieu of delivering only Shares for the Vested Units. If a cash payment
is  made in lieu of delivering Shares, the  amount of such cash payment shall be
equal to  the  Fair Market  Value  of  the Shares  for  the date  on  which  the
Restricted Period lapsed with respect to such Vested Units.
 
     (e)  The restricted Unit  agreement may permit an  employee to request that
the payment of Vested Units (and  Dividend Equivalents and the interest  thereon
with respect to such Vested Units) be deferred beyond the payment date specified
in the agreement. The Committee shall, in its sole discretion, determine whether
to  permit such  deferral and  specify the terms  and conditions,  which are not
inconsistent with  the 1993  Plan,  to be  contained  in the  written  agreement
evidencing the Award. In the event of such deferral, the Committee may determine
that  interest shall be credited annually on  the Dividend Equivalents at a rate
to be determined by the Committee. The Committee may also determine to  compound
such interest.
 
11. Settlement of Awards/Tax Withholding
 
     (a) A Stock Option may be exercised at any time or from time to time, as to
any  or  all full  Shares  as to  which the  Stock  Option is  then exercisable;
provided, however, that any such exercise shall be
 
                                      A-6

for at least 100 Shares or, if less, the number of Shares as to which the  Stock
Option is then exercisable.
 
     (b)  Payment and delivery of  Shares in satisfaction of  an Award of Units,
Rights or  Shares shall  be in  full Shares,  and payment  with respect  to  any
fractional  Share interest in an Award shall be in cash, in an amount determined
on the basis of the Fair Market Value  of a Share on the date the Award  becomes
payable.
 
     (c) No payment will be required of any employee upon the grant of any Award
in  the form of a Stock Option or Right or an Award of Units or Shares which are
subject to restrictions or conditions. Upon exercise of a Stock Option or  Right
or  the expiration or termination of any restrictions or conditions with respect
to a Unit or  Share Award, any amount  necessary to satisfy applicable  federal,
state  or local tax requirements shall  be withheld (subject to such limitations
or conditions as  the Committee may  establish in its  sole discretion) or  paid
promptly on notification of the amount due. The Committee may permit such amount
to  be paid  in Shares  previously owned  by the  employee, or  by withholding a
portion of the Shares that otherwise  would be distributed upon exercise of  the
Stock Option or Right or expiration or termination of restrictions or conditions
with respect to a Unit or Share Award, or a combination of cash and Shares.
 
12. Acceleration
 
     (a)  A Stock Option  shall become immediately exercisable  as to all Shares
remaining subject  to the  Stock  Option and  all  restrictions shall  lapse  or
terminate  and all  conditions shall  be waived  with respect  to all restricted
Shares or restricted  Units on or  following either (i)  the purchase of  Shares
pursuant  to  a tender  offer  or exchange  offer (other  than  an offer  by the
Company) for all, or any part of,  the outstanding Shares ('Offer') in which  at
least  a majority of the outstanding Shares  subject to the Offer is tendered or
exchanged by the Company's shareowners, other than Section 16 Employees, and not
withdrawn, (ii) a Change in  Control, (iii) a merger  in which the Company  will
not  survive as an independent publicly owned corporation, a consolidation, or a
sale, exchange or other disposition of all or substantially all of the Company's
assets which,  in  each  instance,  is approved  by  the  Company's  shareowners
eligible to vote on the transaction, other than Section 16 Employees, whether or
not  the  transaction is  conditioned on  such approval,  or (iv)  a substantial
change in the composition  of the Board  of Directors during  any period of  two
consecutive years such that individuals who at the beginning of such period were
members  of the Board of Directors cease for any reason to constitute at least a
majority thereof, unless  the election, or  the nomination for  election by  the
Company's  shareowners, of each new director was  approved by a vote of at least
two-thirds of  the directors,  other than  those directors  who are  Section  16
Employees,  then still  in office  who were  directors at  the beginning  of the
period (the date upon  which an event  described in clause  (i), (ii), (iii)  or
(iv)  of  this  paragraph  12(a)  occurs  shall  be  referred  to  herein  as an
'Acceleration Date').
 
     (b) In no event later than 90  days after an Acceleration Date, the  holder
of  Limited Rights shall receive  in cash whichever of  the following amounts is
applicable: (i) in the case  of the occurrence of an  Offer, an amount equal  to
the  Offer Spread; (ii) in the  case of a Change in  Control, an amount equal to
the Acquisition Spread;  (iii) in the  case of an  event described in  paragraph
12(a)(iii)  above, an amount equal to the Merger Spread; and (iv) in the case of
a change in the composition of the Board of Directors as described in  paragraph
12(a)(iv)  above, an amount equal to  the Spread. Notwithstanding the foregoing,
in the  case  of  Limited  Rights  granted in  respect  of  an  Incentive  Stock
 
                                      A-7

Option,  the holder may not  receive an amount in excess  of such amount as will
enable such option to qualify as an Incentive Stock Option.
 
     (c) Upon the  occurrence of  an Acceleration Date,  all outstanding  Vested
Units  (including restricted Units whose restrictions have lapsed as a result of
the occurrence of  such Acceleration  Date and  Vested Units  where payment  was
previously  deferred) shall be converted into cash as soon as practicable but in
no event later than 90 days after  such Acceleration Date in an amount equal  to
the total number of Vested Units credited to an employee's account multiplied by
the  Multiplication Factor  (as defined  below). All  Vested Units  and credited
Dividend Equivalents (other than Vested Units and credited Dividend  Equivalents
where payment was previously deferred and an election for a lump sum payment was
not  made in accordance with the procedure  described below) shall be payable in
cash as  soon as  practicable but  in no  event later  than 90  days after  such
Acceleration  Date. 'Multiplication Factor'  shall mean (i) in  the event of the
occurrence of an Offer, the Offer Price per Share, (ii) in the case of a  Change
in  Control, the  Acquisition Price  per Share,  (iii) in  the case  of an event
described in paragraph 12(a)(iii) above, the Merger Price per Share, or (iv)  in
the  case of a change in the composition  of the Board of Directors as described
in paragraph 12(a)(iv) above,  the highest Fair Market  Value per Share for  any
day  during  the applicable  ninety-day period.  For  purposes of  the preceding
sentence, the applicable ninety-day period shall mean (i) the ninety-day  period
ending on or within 89 days following the Acceleration Date which the Committee,
in  its sole discretion, shall select prior  to the Acceleration Date or (ii) if
the Committee  shall  not  have  selected  a  ninety-day  period  prior  to  the
Acceleration Date, the ninety-day period ending on the forty-fifth day following
the Acceleration Date.
 
     (d)  Notwithstanding anything  to the contrary  in the 1993  Plan, after an
Acceleration Date  the rate  at which  interest shall  be credited  on  deferred
Dividend Equivalents may not be reduced by the Committee below the rate last set
by  the Committee prior  to the Acceleration  Date (the 'Prior  Rate'), the 1993
Plan may not be amended to reduce the Prior Rate and interest shall be  credited
annually  at the Prior Rate  or such higher rate  as the Committee may determine
following the  Acceleration  Date on  all  cash amounts  which  were  previously
deferred,  including  the cash  amounts into  which  Vested Units  are converted
pursuant to paragraph  12(c), the  Dividend Equivalents with  respect to  Vested
Units and the interest on all such deferred cash amounts.
 
     (e)  Notwithstanding anything to the contrary in the 1993 Plan, an employee
may, with respect to  a deferred payment of  Vested Units, Dividend  Equivalents
and  the  interest thereon  with  respect to  such  Vested Units  (the 'Deferred
Payment'), elect to have the  Deferred Payment paid in  one lump-sum as soon  as
practicable  following an Acceleration Date, but in  no event later than 90 days
after such Acceleration Date. The election must be made not later than when  the
employee requests that the payment of Vested Units (and Dividend Equivalents and
the  interest thereon with respect to such  Vested Units) be deferred beyond the
date specified in  the respective  restricted Unit  agreement, but  in no  event
after an Acceleration Date.
 
     (f)  Upon  the  occurrence  of  an  Acceleration  Date,  a  Right  shall be
exercisable; provided, however, that a Tandem Right shall be exercisable only to
the extent the related Stock Option is exercisable.
 
13. Beneficiaries
 
     In the  case of  an Award  that  is not  forfeited upon  the death  of  the
employee, the employee may designate a beneficiary with respect to such Award in
the  event  of the  employee's death.  If  such beneficiary  is the  executor or
administrator  of  the  estate  of  the   employee  or  if  the  employee   dies
 
                                      A-8

without  naming a  beneficiary, any  rights with  respect to  such Award  may be
transferred to the  person or  persons or  entity (including  a trust)  entitled
thereto by bequest of or inheritance from the holder of such Award.
 
14. Transferability of Awards
 
     The Committee shall have the discretionary authority to grant Stock Options
which  would  be  transferable to  members  of an  employee's  immediate family,
including trusts for  the benefit  of such  family members  and partnerships  in
which  such family members are the only  partners. For purposes of paragraphs 15
and 16, a transferred option  may be exercised by  the transferee to the  extent
that the employee would have been entitled had the option not been transferred.
 
     Except as otherwise determined by the Committee or as provided in paragraph
13, Awards may not be assigned, pledged or transferred. Stock Options and Rights
may  be exercised during the lifetime of the employee only by the employee or by
the employee's guardian or legal representative, unless otherwise determined  by
the Committee.
 
15. Termination of Employment
 
     (a)  If an employee terminates employment  with an outstanding Stock Option
or Right under the  1993 Plan, such  Stock Option or Right  shall expire on  the
earlier  of the date described in the individual Stock Option or Right agreement
or the following dates:
 
          1. If  an  employee  voluntarily terminates  for  reasons  other  than
     Retirement  (as defined below), Total Disability or death, the Stock Option
     or Right may be exercised (or in the case of a Limited Right, automatically
     converted into cash  upon the occurrence  of an Acceleration  Date) to  the
     extent  that  the employee  was entitled  to  do so  at the  termination of
     employment  for  a  period  of   three  months  following  termination   of
     employment, but in no case later than the date on which the Stock Option or
     Right terminates.
 
          2.  If an employee is terminated for  cause, the Stock Option or Right
     shall immediately terminate.
 
          3. If an employee  is involuntarily terminated  other than for  cause,
     the  Stock Option or  Right may be exercised  (or in the  case of a Limited
     Right,  automatically  converted  into  cash  upon  the  occurrence  of  an
     Acceleration Date) to the extent that the employee was entitled to do so at
     the  termination  of  employment  for a  period  of  three  years following
     termination of employment, but in no case later than the date on which  the
     Stock Option or Right terminates.
 
     (b)  In the event that the employment of an employee to whom a Stock Option
or Right  has been  granted  under the  1993 Plan  is  terminated by  reason  of
retirement   from  active  employment  at  or  after  the  earliest  permissible
retirement date specified in the qualified retirement plan of the Company or  an
Affiliate  covering such employee ('Retirement'), such Stock Option or Right may
be exercised (or in  the case of a  Limited Right, automatically converted  into
cash  upon  the occurrence  of  an Acceleration  Date)  to the  extent  that the
employee was entitled  to do so  at the  termination of employment  at any  time
within  ten years after such termination, but in  no case later than the date on
which the Stock Option or Right terminates.
 
     (c) Unless otherwise determined  by the Committee, if  an employee to  whom
restricted Shares or restricted Units have been granted ceases to be an employee
of the Company or an Affiliate for any
 
                                      A-9

reason  other than death or Total Disability  prior to the end of the Restricted
Period and the satisfaction of any other conditions prescribed by the Committee,
the employee shall immediately forfeit all such Shares and Units.
 
     (d) Awards granted under the 1993 Plan shall not be affected by any  change
of  duties or  position so long  as the holder  (or, in the  case of transferred
Stock Options, the transferor) continues to  be a regular full-time employee  of
the  Company or an Affiliate. Any Stock  Option, Right, Share or Unit agreement,
or any  rules  and regulations  relating  to the  1993  Plan, may  contain  such
provisions as the Committee shall approve with reference to the determination of
the  date employment terminates and the effect  of leaves of absence. Nothing in
the 1993 Plan or  in any Award  granted pursuant to the  1993 Plan shall  confer
upon  any employee  any right  to continue in  the employ  of the  Company or an
Affiliate or  limit in  any way  the right  of the  Company or  an Affiliate  to
terminate such employment at any time.
 
16. Death or Total Disability of Employee
 
     If  an employee to whom a Stock Option  or Right has been granted under the
1993 Plan dies or suffers a Total Disability, such Stock Option or Right may  be
exercised  by the  employee, the  legal guardian of  the employee,  a legatee or
legatees of  the  employee  under  the  employee's  last  will,  the  employee's
designated  beneficiary or beneficiaries (in the event of the employee's death),
the employee's personal representatives or distributees, or the transferee of  a
transferred  Stock  Option,  whichever is  applicable,  to the  extent  that the
employee was entitled to  do so at the  termination of employment (including  by
reason  of death or Total Disability) and  subject to any restrictions which may
be applicable to persons who are Section  16 Employees. In the case of death  or
Total  Disability of an employee while employed,  such Stock Option or Right may
be exercised (or in  the case of a  Limited Right, automatically converted  into
cash  upon the occurrence of an Acceleration  Date) at any time within ten years
after the employee's death or  Total Disability, but in  no case later than  the
date  on which  the Stock Option  or Right terminates.  In the case  of death or
Total Disability after termination of employment, such Stock Option or Right may
be exercised (or in  the case of a  Limited Right, automatically converted  into
cash  upon the occurrence of an Acceleration Date) at any time prior to the date
on which the Stock Option or  Right terminates without regard to this  paragraph
or, if later, one year after the employee's death or Total Disability.
 
17. Adjustment Upon Changes In Capitalization
 
     Notwithstanding  any other provision of the 1993 Plan, the Committee may at
any time  make  or  provide for  such  adjustments  to the  1993  Plan,  to  any
outstanding  Awards and to the number and class of Shares as to which Awards may
be granted to any employee over any three-year period, to all employees  through
April  25, 2003 and  as Incentive Stock Options  in any year,  and may make such
adjustments to any outstanding Awards, as  it shall deem appropriate to  prevent
dilution  or  enlargement  of  rights, including  adjustments  in  the  event of
distributions to holders  of Common  Stock (other than  normal cash  dividends),
changes  in the  outstanding Common  Stock by  reason of  stock dividends, stock
splits, recapitalizations, mergers, consolidations, combinations or exchanges of
Shares, separations, reorganizations, liquidations and the like. In the event of
any offer to holders  of Common Stock generally  relating to the acquisition  of
their  Shares, the Committee may  make such adjustment as  it deems equitable in
respect of outstanding Awards including  in the Committee's discretion  revision
of  outstanding Stock Options, Rights and Units  so that they may be exercisable
for
 
                                      A-10

or payable in the consideration payable in the acquisition transaction. Any such
determination by the Committee shall be conclusive.
 
18. Effective Date
 
     The 1993 Plan as amended shall become effective as of January 1, 1994  upon
approval  by the Company's  shareowners at the Company's  1994 Annual Meeting of
Shareowners. The Committee may, in its  discretion, grant Awards under the  1993
Plan,  the grant, exercise or payment of which shall be expressly subject to the
conditions that to the extent required at the time of grant, exercise or payment
(i) the Shares covered by such Awards shall be duly listed, upon official notice
of issuance, upon the New York Stock Exchange, and (ii) if the Company deems  it
necessary or desirable a Registration Statement under the Securities Act of 1933
with respect to such Shares shall be effective.
 
19. Termination and Amendment
 
     The  Board of  Directors of the  Company may suspend,  terminate, modify or
amend the 1993 Plan, provided that any amendment that would materially  increase
the  aggregate  number  of Shares  which  may  be issued  under  the  1993 Plan;
materially increase the benefits accruing  to participants under the 1993  Plan;
or materially modify the requirements as to eligibility for participation in the
1993 Plan, shall be subject to the approval of the Company's shareowners, except
that  any  such  increase  or  modification  that  may  result  from adjustments
authorized by paragraph 17 does not require  such approval. If the 1993 Plan  is
terminated,  the terms of the 1993 Plan shall, notwithstanding such termination,
continue to apply to Awards granted  prior to such termination. In addition,  no
suspension, termination, modification or amendment of the 1993 Plan may, without
the  consent  of the  employee  to whom  an  Award shall  theretofore  have been
granted, adversely affect the rights of such employee under the Award.
 
20. Written Agreements
 
     Each Award of Stock Options, Rights, Shares or Units shall be evidenced  by
a  written  agreement,  to  the  extent deemed  necessary  or  advisable  by the
Committee, executed by the  employee and the Company,  which shall contain  such
restrictions, terms and conditions as the Committee may require.
 
21. Awards in Foreign Countries
 
     The  Committee  shall  have  the  authority  to  adopt  such modifications,
procedures and  subplans  as  may  be necessary  or  desirable  to  comply  with
provisions of the laws of foreign countries in which the Company or an Affiliate
may  operate  to  assure  the  viability  of  the  benefits  of  Awards  made to
individuals employed in such  countries and to meet  the objectives of the  1993
Plan.
 
22. Benefit Plans and Other Stock Plans
 
     Awards  under  the 1993  Plan are  discretionary, are  not part  of regular
salary and may not  be used in  determining the amount  of compensation for  any
purpose  under the benefit plans of the Company or its Affiliates, except as the
Committee may otherwise expressly provide.
 
     The adoption of the 1993 Plan shall have no effect on awards made or to  be
made  pursuant  to  other stock  plans  covering  employees of  the  Company, an
Affiliate, or any predecessors or successors thereto.
 
                                      A-11

                                                                       EXHIBIT B
 
                               ALLIEDSIGNAL INC.
                          INCENTIVE COMPENSATION PLAN
                            FOR EXECUTIVE EMPLOYEES
 
                  (As amended effective as of January 1, 1994)
 
I. Purpose
 
     The  purpose  of  the  AlliedSignal Inc.  Incentive  Compensation  Plan for
Executive Employees  (the 'Plan')  is  to attract  and retain  highly  qualified
employees,  to obtain  from each the  best possible performance,  to establish a
performance goal  based  on  Consolidated Earnings  for  Incentive  Compensation
Awards  for  Senior  Executive Employees  and  to underscore  the  importance to
employees  of   achieving  particular   business  objectives   established   for
AlliedSignal Inc. and its operating units for both the short and long term.
 
II. Definitions
 
     For  the purposes of the Plan, the following terms shall have the following
meanings:
 
          A. Awards.  Incentive Compensation  Awards  or Long-Term  Awards  made
     pursuant to the Plan.
 
          B. Board of Directors. The Board of Directors of AlliedSignal Inc.
 
          C. Committee. The Management Development and Compensation Committee of
     the Board of Directors or any successor thereto.
 
          D.  Consolidated Earnings.  Consolidated net  income for  the year for
     which an Award is  made as shown on  the audited consolidated statement  of
     income of the Company, adjusted to omit the effects of extraordinary items,
     gain  or loss on the disposal of  a business segment (other than provisions
     for operating losses  or income  during the phase-out  period), unusual  or
     infrequently  occurring events and transactions  and the cumulative effects
     of changes in accounting principles,  all as determined in accordance  with
     generally accepted accounting principles.
 
          E.   Company.  AlliedSignal   Inc.  or   AlliedSignal  Inc.   and  its
     subsidiaries, as the context requires.
 
          F. Covered Employee. An  Employee who is  a 'covered employee'  within
     the  meaning of  Section 162(m)  of the Internal  Revenue Code  of 1986, as
     amended, as such section may be amended.
 
          G. Employee. An individual  who is on the  active salaried payroll  of
     the  Company or a subsidiary  of the Company at  any time during the period
     for which an Award is made.
 
          H.  Executive   Employee.   An  Employee   who   by  reason   of   job
     responsibilities  is in a position to make a measurable contribution to the
     achievement of the Company's objectives as established from time to time in
     connection with the  Plan. For  purposes of  the Plan,  the term  Executive
 
                                      B-1

     Employee does not include an Employee covered by the definition of the term
     Senior Executive Employee.
 
          I. Reserve. The Incentive Compensation Reserve established pursuant to
     Section IV of the Plan.
 
          J. Senior Executive Employee. An officer of AlliedSignal Inc. or other
     senior-level  Employee  who  by  reason of  job  responsibilities  has been
     determined by  the Committee  to be  in a  position to  make a  significant
     contribution  to the achievement of the Company's objectives as established
     from time to time in connection with the Plan.
 
III. Effective Date
 
     The Plan has been amended and restated effective as of January 1, 1994  and
shall  become  effective  upon  approval by  the  Company's  shareowners  at the
Company's 1994 Annual Meeting of Shareowners.
 
IV. Amounts Available for Awards
 
     A. The maximum amount available for Incentive Compensation Awards to Senior
Executive Employees shall  be determined  as set forth  in paragraph  B of  this
Section  IV and such Awards shall be chargeable against the Reserve. The maximum
amount available for Long-Term Awards to Senior Executive Employees and for both
Incentive Compensation  and Long-Term  Awards to  Executive Employees  shall  be
determined  by the Committee and such Awards shall not be chargeable against the
Reserve.
 
     B. A Reserve shall be established to which will be credited for each fiscal
year an amount to be determined by the Board of Directors not in excess of 2% of
Consolidated Earnings for such year.
 
     Before the Board of Directors shall determine the amount to be credited  to
the  Reserve for any fiscal year, the Company's independent accountants for such
year shall report to the  Board of Directors the  maximum amount, if any,  which
may  be credited to the Reserve for such year. After receipt of the accountants'
report, which may be based on an estimate of the Company's financial results for
the year, the Board  of Directors shall determine  the amount (not greater  than
such maximum amount) that shall be credited to the Reserve for such year. If the
accountants'  report is based on an estimate, the amount credited to the Reserve
shall be subject  to receipt of  a further  report from the  accountants to  the
Board  of Directors confirming the  maximum amount which may  be credited to the
Reserve.
 
     The total  amount  of Incentive  Compensation  Awards to  Senior  Executive
Employees  for a fiscal year  shall be limited by the  total then in the Reserve
but need  not exhaust  such total.  Any balance  remaining after  the making  of
Awards  to Senior Executive Employees shall be removed from the Reserve and will
not be available for future Awards to Senior Executive Employees.
 
V. Eligibility for Awards
 
     Incentive Compensation and Long-Term  Awards to Senior Executive  Employees
for  any period may be granted to  those Senior Executive Employees who shall be
selected by the Committee. Such selections, except in the case of the  Company's
Chief  Executive Officer, shall be made after considering the recommendations of
the   Chief    Executive    Officer.    The   Committee    shall    also    give
 
                                      B-2

consideration  to the  contribution made by  the Employee to  achievement of the
Company's established  objectives  and  such  other matters  as  it  shall  deem
relevant. Incentive Compensation and Long-Term Awards to Executive Employees for
any  period may be granted to those Executive Employees who shall be selected by
the Chief Executive Officer.
 
     In the  discretion of  the Committee  or the  Chief Executive  Officer,  as
appropriate,  Awards may  be made to  Employees who retired  or whose employment
terminated after the beginning of the period  for which an Award is made, or  to
the designee or estate of an Employee who died during such period.
 
VI. Determination of Amounts of Awards
 
     The  amounts of Awards to Senior  Executive Employees will be determined by
the Committee acting in its discretion. Such determinations, except in the  case
of  the Award for the  Chief Executive Officer, shall  be made after considering
the recommendations of the Chief Executive Officer and such other matters as the
Committee shall deem relevant. The amounts of Awards to Executive Employees will
be determined by the Chief Executive Officer.
 
     Two types of awards may be made under the Plan:
 
          (a)  Incentive  Compensation  Awards.   These  are  Awards  based   on
     achievement   of  short-term   business  objectives  for   the  Company  as
     established by the Board of Directors or the Committee for this purpose for
     each year,  and  achievement  of short-term  business  objectives  for  the
     Company's operating units as established by the Chief Executive Officer for
     this  purpose for each year. Awards to  Executive Employees may be based on
     achievement of short-term business  objectives for the Company's  operating
     units rather than for the Company.
 
          In  establishing short-term business objectives, consideration will be
     given to, among  other things,  the financial plans  for the  year for  the
     Company and its operating units.
 
          The  maximum Incentive Compensation Award  payable with respect to any
     fiscal year to an individual who is the Chief Executive Officer during  any
     part  of such fiscal year  shall be equal to  0.4% of Consolidated Earnings
     for such  year.  The  maximum Incentive  Compensation  Award  payable  with
     respect  to any fiscal year to any other Employee shall be equal to 0.2% of
     Consolidated Earnings for such year. If the total of the maximum  Incentive
     Compensation  Awards determined  pursuant to  this paragraph  VI for Senior
     Executive Employees would otherwise exceed 2% of Consolidated Earnings  for
     a  fiscal year, then  each individual maximum shall  be reduced pro-rata so
     that in the aggregate their total equals 2% of Consolidated Earnings.
 
          (b) Long-Term  Awards.  These  are  Awards  based  on  achievement  of
     long-term objectives established by the Board of Directors or the Committee
     for this purpose for each long-term performance period.
 
          Long-term  performance  periods will  cover a  period longer  than one
     fiscal year.  Long-term objectives  will be  established in  terms of  some
     measurable  standard determined by the Board  of Directors or the Committee
     for each period.
 
     The Employee's individual performance  and contribution to the  achievement
of  established objectives  will be considered  in determining the  amount of an
Award.
 
     Awards may be made  either at or  following the end of  the fiscal year  or
long-term  performance periods to which they  relate; provided, however, that no
Incentive Compensation Awards shall be made to Senior Executive Employees  prior
to receipt by the Chief Executive Officer of assurances
 
                                      B-3

from  the Chief Financial Officer and the Company's independent accountants that
the amount which the Board of Directors has determined shall be credited to  the
Reserve  for the fiscal year to which the  Awards relate is not greater than the
maximum amount permitted under Section IV.
 
VII. Form of Awards
 
     Awards under the Plan shall be made in cash.
 
VIII. Payment of Awards
 
     A. Awards under  the Plan  shall be  paid currently,  unless the  Committee
shall determine that any Award shall be deferred. Deferred Awards may be made in
one  lump sum or  in installments and  may accrue notional  interest, all as the
Committee shall determine; provided, however, that the rate of notional interest
shall not  exceed the  greater of  (i)  10% or  (ii) 200%  of the  10-year  U.S.
Treasury  Bond  rate  at  the  time  of  determination,  and  interest  shall be
compounded daily. An individual to  whom an Award has  been made shall not  have
any interest in the cash until the cash has been paid.
 
     B.  When an Award is made,  the Company shall cause the  cash to be paid to
the individual to whom the Award is made  at the time or times specified by  the
Committee  or the  Chief Executive  Officer, as appropriate,  or, if  no time or
times is specified, as soon as practicable after the Award is made.
 
     C. When circumstances are deemed justifiable by the Committee, it may, upon
agreement with the Employee or the  Employee's estate or designee, authorize  an
immediate lump sum payment in cancellation of all or any part of any outstanding
deferred  Award, authorize  a change  in the number  of installments  in which a
deferred Award is to be paid or authorize a change in the time of payment of any
unpaid installments. Any such lump sum payments shall be equal to the amount  of
the unpaid installments canceled plus any accrued notional interest.
 
     D. At the time any Incentive Compensation Award is made to Senior Executive
Employees,  the Reserve shall be reduced by the amount of such Award, regardless
of whether such Award is in a lump sum or in installments, current or deferred.
 
IX. Accelerated Payment
 
     Notwithstanding anything to the contrary in  the Plan, in the event of  (i)
the purchase of shares of the Common Stock of AlliedSignal Inc. ('Common Stock')
pursuant  to  a tender  offer  or exchange  offer (other  than  an offer  by the
Company) for all or any  part of the Common Stock,  (ii) a change in control  of
the Company (as defined in this Section IX), (iii) a merger (other than a merger
into  a majority owned subsidiary of the  Company) in which the Company will not
survive as an  independent, publicly  owned corporation, a  consolidation, or  a
sale,  exchange or other  disposition of all or  substantially all the Company's
assets, or  (iv)  a  substantial change  in  the  composition of  the  Board  of
Directors  during any period of two  consecutive years such that individuals who
at the beginning of such period were members of the Board of Directors cease for
any reason to constitute  at least a majority  thereof, unless the election,  or
the  nomination for election  by the Company's shareowners  of each new director
was approved by a  vote of at  least two-thirds of the  directors then still  in
office who were directors at the beginning of the period (the date upon which an
event  described in clause  (i), (ii), (iii)  or (iv) of  this Section IX occurs
shall be referred to  herein as an 'acceleration  date'), the Employee shall  be
entitled  to receive, and the Company shall pay in cash to the Employee on or as
soon as
 
                                      B-4

practicable following such acceleration date, but in no event later than 90 days
after the  acceleration  date, (a)  the  Employee's Incentive  Compensation  and
Long-Term  Awards  (other than  previously deferred  Awards)  for each  year and
long-term performance period that has  been completed prior to the  acceleration
date  but which  have not  yet been  paid, (b)  an amount  equal to  the maximum
Incentive Compensation Award for any year  that has not been completed to  which
the  Employee would have been entitled if the short-term business objectives for
such year had  been met and  if the  Employee had been  employed throughout  the
entire year times a fraction the numerator of which is the number of full months
of  employment during such year to the  acceleration date and the denominator of
which is 12, and  (c) an amount  equal to the maximum  Long-Term Award for  each
long-term  performance period that has not  been completed to which the Employee
would have been entitled  if the long-term objectives  for such period had  been
met  and if the Employee  had been employed throughout  each such period times a
fraction the  numerator of  which is  the number  of full  months of  employment
during  such  long-term  performance period  to  the acceleration  date  and the
denominator of  which is  the total  number  of full  months in  such  long-term
performance period.
 
     A  'change in  control' is  deemed to  occur at  the time  when any entity,
person or group (other than the Company, any subsidiary or any savings,  pension
or  other  benefit plan  for  the benefit  of employees  of  the Company  or its
subsidiaries) which theretofore beneficially owned  less than 30% of the  Common
Stock  then  outstanding acquires  shares of  Common Stock  in a  transaction or
series of transactions that results in such entity, person or group directly  or
indirectly owning beneficially 30% or more of the outstanding Common Stock.
 
     An  Employee  may  elect,  with respect  to  deferred  Awards  and notional
interest accrued thereon, if any  ('Deferred Awards'), that the Deferred  Awards
be paid in one lump-sum payment as soon as practicable following an acceleration
date,  but in  no event later  than 90  days after such  acceleration date. Such
election must be filed at the time the Employee requests the Committee to  defer
an Award, but in no event after an acceleration date.
 
     Notwithstanding anything to the contrary in the Plan, after an acceleration
date  the rate at which  notional interest shall be  credited on Deferred Awards
may not be reduced  by the Committee  below the rate last  set by the  Committee
prior  to the acceleration date (the 'Prior  Rate'), the Plan may not be amended
to reduce the Prior Rate and notional interest shall be credited annually at the
Prior Rate or  such higher  rate as the  Committee may  determine following  the
acceleration  date on  all amounts which  continue to be  deferred following the
acceleration date, including notional interest on all such deferred amounts.
 
X. Special Awards and Other Plans
 
     Nothing contained in  the Plan  shall prohibit the  Company or  any of  its
subsidiaries  from  granting  special  performance  or  recognition  awards, not
chargeable against the  Reserve, under  such conditions,  and in  such form  and
manner  as it sees fit, to  Employees (including Senior Executive Employees) for
meritorious service of any nature.
 
     In addition, nothing contained  in the Plan shall  prohibit the Company  or
any  of its  subsidiaries from  establishing other  incentive compensation plans
providing for  the payment  of incentive  compensation to  Employees  (including
Senior Executive Employees), not chargeable against the Reserve.
 
                                      B-5

XI. Amendment and Interpretation of the Plan
 
     A.  The Board of Directors shall have  the right with the prior approval of
the Committee to amend the Plan from time to time or to repeal it entirely or to
direct the discontinuance of Awards either temporarily or permanently; provided,
however, that (i) no amendment of the  Plan shall operate to annul, without  the
consent  of the Employee, an Award already made hereunder, and (ii) with respect
to Incentive Compensation Awards for Covered Employees, no amendment of the Plan
to change the  performance goal based  on Consolidated Earnings,  to change  the
maximum  Incentive Compensation  Award, to change  the maximum  interest rate on
deferred Awards, or to change the definition of Consolidated Earnings, shall  be
effective without approval by the shareowners of the Company.
 
     B.  The decision of the Committee with  respect to any questions arising in
connection with the administration or interpretation of the Plan shall be final,
conclusive and binding.
 
XII. Miscellaneous
 
     A. All expenses  and costs  in connection with  the operation  of the  Plan
shall  be borne by  the Company and no  part thereof (other  than the amounts of
Incentive Compensation  Awards to  Senior Executive  Employees under  the  Plan)
shall be charged against the Reserve.
 
     B.  All Awards under the Plan are subject to withholding, where applicable,
for federal, state and local taxes.
 
                                      B-6

                                                                       EXHIBIT C
 
                                 STOCK PLAN FOR
                           NON-EMPLOYEE DIRECTORS OF
                               ALLIEDSIGNAL INC.
 
                  (As amended effective as of April 25, 1994)
 
1. Purpose
 
     The  purpose of the  Stock Plan for  Non-Employee Directors of AlliedSignal
Inc. (the 'Plan') is  to provide certain compensation  to eligible directors  of
AlliedSignal Inc. (the 'Company') and to encourage the highest level of director
performance  by  providing such  directors with  a  proprietary interest  in the
Company's success and progress by granting  them shares of the Company's  Common
Stock  ('Common Stock')  which are restricted  in accordance with  the terms and
conditions set forth below ('Restricted Shares') and by granting them options to
purchase shares of Common Stock ('Options').
 
2. Administration
 
     The  Plan  shall  be  administered   by  the  Management  Development   and
Compensation  Committee  or  any  successor  thereto  (the  'Committee')  of the
Company's Board of Directors (the 'Board'). Questions involving eligibility  for
grants  of Restricted Shares  and Options, entitlement  to Restricted Shares and
Options or the operation  of the Plan  shall be referred  to the Committee.  All
determinations  of the Committee  shall be conclusive.  The Committee may obtain
such advice or assistance  as it deems appropriate  from persons not serving  on
the Committee.
 
3. Eligibility and Grants
 
     To  be  eligible to  participate in  the Plan,  a director  must not  be an
officer or employee  of the Company  or any of  its subsidiaries or  affiliates.
Each  eligible director who has  not previously received a  grant under the Plan
shall be  granted 1,500  Restricted Shares,  effective as  of the  date of  such
eligible  director's  election to  the  Board. In  no  event shall  any eligible
director be granted more than a total of 3,000 Restricted Shares (for  directors
receiving  grants  prior to  April  25, 1994)  or  1,500 Restricted  Shares (for
directors receiving  grants on  or after  April  25, 1994)  under the  Plan.  In
addition,  each  year on  the date  of  an Annual  Meeting of  Shareowners, each
eligible director continuing in office after the Annual Meeting shall be granted
an Option to purchase  1,000 shares of Common  Stock. Each eligible director  to
whom  Restricted Shares or Options are granted is hereinafter referred to as the
'Participant.' If required by the Committee, each grant of Restricted Shares  or
Options shall be evidenced by a written agreement duly executed and delivered by
or on behalf of the Company and the Participant.
 
4. Shares Available
 
     Subject  to adjustment  as provided  in Section  11, the  maximum aggregate
number of shares  of Common  Stock which  shall be  available for  the grant  of
Restricted  Shares  and for  issuance upon  the exercise  of Options  is 225,000
shares.
 
                                      C-1

5. Award and Delivery of Restricted Shares
 
     (a) General. Subject to the provisions  of Section 9, the restrictions  set
forth  in Section  5(b) shall  apply to  each grant  of Restricted  Shares for a
period (the 'Restricted Period') from the date of grant until the last to  occur
of  the  following:  (i)  the expiration  of  the  six-month  period immediately
following the date of grant; (ii) the Participant's 65th birthday; and (iii) the
date on which the Participant's service as a director of the Company  terminates
with  the consent  of a  majority of  the members  of the  Board other  than the
Participant.
 
     (b) Restrictions. A stock certificate representing the number of Restricted
Shares granted shall be registered in  the Participant's name but shall be  held
in  custody by the Company for  the Participant's account. The Participant shall
have all rights  and privileges of  a shareowner as  to such Restricted  Shares,
including  the right to receive dividends and  the right to vote such Restricted
Shares, except  that, subject  to the  provisions of  Section 9,  the  following
restrictions  shall apply: (i) the Participant shall not be entitled to delivery
of the certificate until the expiration  of the Restricted Period; (ii) none  of
the  Restricted Shares may be sold, transferred, assigned, pledged, or otherwise
encumbered or disposed  of during the  Restricted Period; and  (iii) all of  the
Restricted  Shares shall be forfeited and all  rights of the Participant to such
Restricted Shares shall terminate without further obligation on the part of  the
Company  unless  the Participant  has remained  a  non-employee director  of the
Company for the entire Restricted  Period applicable to such Restricted  Shares.
If  the Participant has remained a non-employee  director of the Company for the
entire Restricted Period, such restrictions shall, at the end of the  Restricted
Period,  lapse with respect to one-fifth of  the Restricted Shares for each full
year of the Participant's service then completed (including service prior to the
date of  grant)  as  a  non-employee director  of  the  Company  (including  any
corporation  acquired  by  the Company  if  the Participant  was  a non-employee
director of  the acquired  corporation at  the time  of acquisition),  provided,
however, that a Participant who has received a certificate for Common Stock upon
the lapse of restrictions with respect to any earlier grant under the Plan shall
not  receive credit for such  prior service in determining  years of service for
purposes of any subsequent grant under  the Plan. The Participant shall  forfeit
all  Restricted Shares with respect  to which such restrictions  do not lapse at
the end of the Restricted Period. Upon  the forfeiture (in whole or in part)  of
Restricted  Shares, such  forfeited shares shall  be transferred  to the Company
without further action by the Participant.  The Participant shall have the  same
rights  and privileges, and be subject to the same restrictions, with respect to
any shares received pursuant to Section 11.
 
     (c) Delivery of Restricted Shares. At  the end of the Restricted Period  or
at  such earlier time as provided for  in Section 9, the restrictions applicable
to the Restricted Shares shall  lapse as provided in  Section 5(b) or Section  9
and  a stock  certificate for  the number of  Restricted Shares  with respect to
which the  restrictions  have  lapsed  shall be  delivered,  free  of  all  such
restrictions,  to the Participant or the Participant's beneficiary or estate, as
the case may be.  The Company shall  not be required  to deliver any  fractional
share  of Common  Stock but  will pay,  in lieu  thereof, the  fair market value
(measured as of the date the restrictions lapse) of such fractional share to the
Participant or the Participant's beneficiary or estate, as the case may be.
 
6. Term of Options.
 
     Each Option granted under the Plan shall have a term of ten years from  the
date of grant, subject to earlier termination as provided in Section 9.
 
                                      C-2

7. Option Price.
 
     Options  are priced at 100% of the fair market value of the Common Stock on
the date of  grant. Such price  shall be  subject to adjustment  as provided  in
Section  11. The fair market value of a  share of Common Stock shall be the mean
between the highest and lowest sales prices  of the Common Stock as reported  on
the New York Stock Exchange Composite Tape for the grant date, or in the absence
of  reported sales on that  date, on the next preceding  day on which there were
reported sales ('Fair Market Value').
 
8. Exercise of Options.
 
     (a) Each  Option shall  become  100% exercisable  at  the earliest  of  the
Participant's  retirement from the Board at or after age 70, death or disability
or on April 1 of the third year after the date of grant. Prior to becoming  100%
exercisable,  each option becomes exercisable  in cumulative installments of 40%
of the shares  of Common  Stock subject to  the Option  on April 1  of the  year
following  the date of the grant and an  additional 30% of the shares on April 1
of each of the next two years.
 
     (b) An Option may be exercised at any time or from time to time, as to  any
or  all full shares of Common Stock as  to which the Option is then exercisable;
provided, however, that any such  exercise shall be for  at least 100 shares  of
Common  Stock or, if less, the number of  shares of Common Stock as to which the
Option is then exercisable.
 
     (c) The  purchase price  of  the Common  Stock as  to  which an  Option  is
exercised  shall be paid in full at the time of exercise; payment may be made in
cash, which may be paid by check or other instrument acceptable to the  Company,
or in shares of Common Stock valued at Fair Market Value.
 
9. Termination of Directorship.
 
     (a)  Disability  or Death.  If a  Participant ceases  to be  a non-employee
director of the Company prior to the  end of the Restricted Period by reason  of
disability (as defined below), the Restricted Shares granted to such Participant
shall  immediately vest  and all  restrictions applicable  to such  shares shall
lapse. If a  Participant ceases  to be a  non-employee director  of the  Company
prior  to the end  of the Restricted  Period by reason  of death, the Restricted
Shares granted to such Participant  shall immediately vest in the  Participant's
beneficiary  or  estate and  all restrictions  applicable  to such  shares shall
lapse. In either case, a certificate for  such shares shall be delivered to  the
Participant  or  the  Participant's  beneficiary or  estate  in  accordance with
Section 5(c).  In addition,  if  a Participant  suffers  a disability  or  dies,
Options  may  be exercised  by the  Participant,  a legatee  or legatees  of the
Participant under  the Participant's  last  will, the  Participant's  designated
beneficiary  or beneficiaries (in the event  of the Participant's death), or the
Participant's personal representatives or distributees, whichever is applicable,
to the extent that the Participant was  entitled to do so at the termination  of
the  Participant's directorship (including by reason of disability or death). In
the case of disability or  death of a non-employee  director while serving as  a
director  of the Company, the Participant's Options may be exercised at any time
prior to the date on which the  Option terminates. In the case of disability  or
death  after termination of the Participant's  directorship, such Options may be
exercised at any time prior to the  date on which the Option terminates  without
regard  to this  Section 9(a)  or, if  later, one  year after  the Participant's
disability or death. For purposes of  this Section 9, 'disability' shall mean  a
medically determinable physical or mental impairment which renders a Participant
substantially unable to function as a director of the Company.
 
                                      C-3

     (b)  Retirement. If a  Participant ceases to be  a non-employee director of
the Company by  reason of  retirement from  the Board at  or after  age 70,  the
Participant's  Options may be exercised at any  time during the remainder of the
Option term.
 
     (c) All Other Terminations.  If a Participant ceases  to be a  non-employee
director of the Company prior to the end of the Restricted Period for any reason
other  than death or  disability, the Participant  shall immediately forfeit all
Restricted Shares. With  respect to  Options, if a  Participant ceases  to be  a
non-employee director of the Company for any reason other than disability, death
or  retirement, the Participant's  Options may be exercised,  to the extent that
the Participant was entitled  to do so at  the termination of the  Participant's
directorship,  for a period  of three months  after such termination,  but in no
case later than the date on which the Option terminates.
 
10. Regulatory Compliance and Listing
 
     The issuance or delivery of any Restricted Shares or shares of Common Stock
upon the exercise of Options may be postponed by the Company for such period  as
may  be required  to comply with  any applicable requirements  under the Federal
securities laws, any applicable listing requirements of any national  securities
exchange  and requirements under  any other law or  regulation applicable to the
issuance or delivery of such shares, and  the Company shall not be obligated  to
issue or deliver any Restricted Shares or shares of Common Stock if the issuance
or  delivery of such shares shall constitute a violation of any provision of any
law or  of  any  regulation  of  any  governmental  authority  or  any  national
securities exchange.
 
11. Adjustment in Event of Changes in Capitalization
 
     In   the  event  of  a   recapitalization,  stock  split,  stock  dividend,
combination or  exchange  of  shares, merger,  consolidation,  rights  offering,
separation,  reorganization or liquidation, or any other change in the corporate
structure or shares of the  Company, the number of  shares of Common Stock  that
may  be awarded under  the Plan and the  number and class of  shares that may be
awarded as  Restricted Shares  or Options  or that  are subject  to  outstanding
awards,  and  the option  price per  share under  outstanding Options,  shall be
adjusted automatically to prevent dilution or enlargement of rights.
 
12. Termination or Amendment of the Plan
 
     The Board may  at any time  terminate the Plan  and may from  time to  time
alter  or amend  the Plan  or any part  thereof (including  any amendment deemed
necessary to ensure that the Company may comply with any regulatory  requirement
referred to in Section 10), provided that, unless otherwise required by law, the
rights  of a Participant  with respect to Restricted  Shares and Options granted
prior to such termination, alteration or  amendment may not be impaired  without
the  consent of such Participant and, further,  that without the approval of the
Company's shareowners,  no amendment  shall be  made if  shareowner approval  is
required  by law or in order  to comply with Rule 16b-3  under Section 16 of the
Securities Exchange Act of 1934, as  amended from time to time.  Notwithstanding
the foregoing, Plan provisions relating to eligibility and to the amount, timing
and  pricing of  grants shall not  be amended  more than once  every six months,
other than to comport  with changes in the  Internal Revenue Code, the  Employee
Retirement Income Security Act, or the rules thereunder.
 
                                      C-4

13. Miscellaneous
 
     (a)  Nothing in the  Plan shall be  deemed to create  any obligation on the
part of  the Board  to nominate  any director  for reelection  by the  Company's
shareowners.
 
     (b)  The Company shall have the right  to require, prior to the issuance or
delivery of any Restricted Shares or issuance and delivery of Common Stock  upon
the exercise of Options, payment by the Participant of any taxes required by law
with respect to the issuance or delivery of such shares. Such amount may be paid
in  cash, in  shares of  Common Stock  previously owned  by the  Participant, by
withholding a portion  of the  shares of Common  Stock that  otherwise would  be
distributed  to  such  Participant upon  delivery  of the  Restricted  Shares or
exercise of an Option or a combination of cash and shares of Common Stock.
 
     (c) The shares of Common Stock granted as Restricted Shares or issued  upon
the  exercise of Options  under the Plan  may be either  authorized but unissued
shares or  shares which  have  been or  may be  reacquired  by the  Company,  as
determined from time to time by the Board.

                                      C-5

                       DIRECTIONS TO COMPANY HEADQUARTERS
                    101 COLUMBIA ROAD, MORRIS TOWNSHIP, N.J.

                                [AREA MAP]

 FROM RTE. 80 (EAST OR WEST) AND RTE. 287 SOUTH:
Take  Rte. 80 to Rte. 287 South to Exit 37 (Rte. 24 East -- Springfield). Follow
Rte. 24 East to Exit 2A (Rte. 510 West -- Morristown), which exits onto Columbia
Road. At second traffic light, make left into AlliedSignal.

 FROM RTE. 287 NORTH:
Take Rte. 287 North  to Exit 37  (Rte. 24 East --  Springfield). Follow Rte.  24
East  to Exit 2A (Rte. 510 West  -- Morristown), which exits onto Columbia Road.
At second traffic light, make left into AlliedSignal.
 
 FROM NEWARK INTERNATIONAL AIRPORT:
Take Rte. 78  West to Rte.  24 West to  Exit 2A (Rte.  510 West --  Morristown),
which  exits  onto  Columbia  Road.  At second  traffic  light,  make  left into
AlliedSignal.

                                    [LOGO] 
                         NOTICE OF 1994 ANNUAL MEETING
                              AND PROXY STATEMENT

                                APPENDIX
                      Graphic and Image Information

See the narrative descriptions of:

PHOTOS OF DIRECTORS ON PAGES 2 THROUGH 7 OF N&PS

PERFORMANCE GRAPH ON PAGE 17 OF N&PS

AREA MAP ON INSIDE BACK COVER OF N&PS

[LOGO]                                                                     PROXY
 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
                ANNUAL MEETING OF SHAREOWNERS -- APRIL 25, 1994
 
     The undersigned hereby appoints LAWRENCE A. BOSSIDY, PETER M. KREINDLER and
ANDREW  B. SAMET as proxies (each with power to act alone and with full power of
substitution) to  vote, as  designated  herein, all  shares the  undersigned  is
entitled to vote at the Annual Meeting of Shareowners of AlliedSignal Inc. to be
held on April 25, 1994, and at any and all adjournments thereof. The proxies are
authorized  to vote in their discretion upon such other business as may properly
come before the Meeting and any and all adjournments thereof.
 
- ----------------------------------------------------------
     Your vote for the election of  Directors and the other proposals  described
in  the accompanying Proxy Statement  may be specified on  the reverse side. The
nominees for  Director  are: Lawrence  A.  Bossidy,  Ann M.  Fudge,  William  R.
Haselton, Paul X. Kelley, Delbert C. Staley and Robert C. Winters.
 
     BECAUSE  THE ANNUAL MEETING RECORD DATE PRECEDES THE DISTRIBUTION OF SHARES
PURSUANT TO A TWO-FOR-ONE  SPLIT OF THE  COMMON STOCK DECLARED  BY THE BOARD  OF
DIRECTORS ON FEBRUARY 7, 1994, VOTES WILL BE CALCULATED ON A PRE-SPLIT BASIS AND
INFORMATION  ON THIS  PROXY CARD REGARDING  THE NUMBER  OF SHARES OWNED  IS ON A
PRE-SPLIT BASIS.
 
     IF PROPERLY  SIGNED,  DATED AND  RETURNED,  THIS  PROXY WILL  BE  VOTED  AS
SPECIFIED  ON THE REVERSE SIDE OR, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE
VOTED 'FOR' THE ELECTION OF ALL NOMINEES  FOR DIRECTOR, 'FOR' PROPOSALS 2, 3,  4
AND 5 AND 'AGAINST' PROPOSALS 6 AND 7.
 
                                  [SPECIFY CHOICES AND SIGN ON THE REVERSE SIDE]

[    ]
PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK.

A VOTE 'FOR' PROPOSALS 1, 2, 3, 4 AND 5 IS RECOMMENDED BY THE BOARD OF
DIRECTORS:

1. Election of Directors (see list on other side)   
   [ ] FOR            [ ] WITHHOLD AUTHORITY       [ ] EXCEPTION (see
       all nominees       to vote for all nominees     Instruction to the right)

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
             the 'Exception' box and write the name(s) on the line below.
______________________________________________________________________________
                
2. Amendment of 1993 Stock Plan
   FOR [ ]                AGAINST [ ]                ABSTAIN [ ]
 
3. Amendment of Incentive Compensation Plan
   FOR [ ]                AGAINST [ ]                ABSTAIN [ ]
 
4. Amendment of Directors' Stock Plan
   FOR [ ]                AGAINST [ ]                ABSTAIN [ ]
 
5. Appointment of Independent Accountants
   FOR [ ]                AGAINST [ ]                ABSTAIN [ ]
 
A VOTE 'AGAINST' PROPOSALS 6 AND 7 IS RECOMMENDED BY THE BOARD OF DIRECTORS:

6. Proposal regarding directors' tenure
   FOR [ ]                AGAINST [ ]                ABSTAIN [ ]
 
7. Proposal regarding executive compensation
   FOR [ ]                AGAINST [ ]                ABSTAIN [ ]
 
                                          PLEASE SIGN EXACTLY AS NAME APPEARS ON
                                          THIS  PROXY.  Joint owners  should all
                                          sign. Executors, administrators,
                                          trustees  and  others   acting  in   a
                                          representative capacity should
                                          indicate title when signing.
 
                                          Dated .........................., 1994
                                                   (Please Insert Date)
 
                                          Signed ...............................

                                              PLEASE SIGN, DATE AND RETURN THIS 
                                              PROXY PROMPTLY IN THE ENCLOSED 
                                              ENVELOPE.

Please mark box if you want your vote
kept confidential under the policy
described on page 1 of the Proxy
Statement.   [ ]

                     REQUEST FOR CONFIDENTIAL INSTRUCTIONS
       SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
             PURSUANT TO THE ALLIEDSIGNAL SAVINGS PLAN (THE 'PLAN')
 
     The  undersigned  hereby instructs  State  Street Bank  and  Trust Company,
Trustee under the  Plan, to  vote, as designated  herein, all  shares of  Common
Stock  with respect to which the undersigned is entitled to instruct the Trustee
as to voting under the Plan at the Annual Meeting of Shareowners of AlliedSignal
Inc. to be held on April 25, 1994, and at any and all adjournments thereof.  The
Trustee  is  also  authorized  to  vote  such  shares  in  connection  with  the
transaction of such other business as  may properly come before the Meeting  and
any and all adjournments thereof.
 
- ----------------------------------------------------------
     Your  vote for the election of  Directors and the other proposals described
in the accompanying Proxy  Statement may be specified  on the reverse side.  The
nominees  for  Director  are: Lawrence  A.  Bossidy,  Ann M.  Fudge,  William R.
Haselton, Paul X. Kelley, Delbert C. Staley and Robert C. Winters.
 
     BECAUSE THE ANNUAL MEETING RECORD DATE PRECEDES THE DISTRIBUTION OF  SHARES
PURSUANT  TO A TWO-FOR-ONE  SPLIT OF THE  COMMON STOCK DECLARED  BY THE BOARD OF
DIRECTORS ON FEBRUARY 7, 1994, VOTES WILL BE CALCULATED ON A PRE-SPLIT BASIS AND
INFORMATION ON THIS  INSTRUCTION CARD  REGARDING THE  NUMBER OF  SHARES YOU  ARE
ENTITLED TO VOTE IS ON A PRE-SPLIT BASIS.
 
     IF  THIS CARD IS PROPERLY SIGNED AND  RETURNED, THE SHARES WILL BE VOTED AS
SPECIFIED HEREIN OR, IF NO  CHOICE IS SPECIFIED,  THEY WILL BE  VOTED 'FOR'  THE
ELECTION OF  ALL NOMINEES  FOR DIRECTOR, 'FOR'  PROPOSALS  2, 3,  4  AND  5  AND
'AGAINST' PROPOSALS  6 AND  7.  THE TRUSTEE WILL  VOTE  SHARES  AS  TO  WHICH NO
INSTRUCTIONS ARE  RECEIVED IN  THE  SAME RATIO  AS SHARES WITH RESPECT  TO WHICH
INSTRUCTIONS HAVE BEEN RECEIVED FROM OTHER PARTICIPANTS IN THE PLAN.
 
                                         [CONTINUE AND SIGN ON THE REVERSE SIDE]

A VOTE 'FOR' PROPOSALS 1, 2, 3, 4 AND 5 IS RECOMMENDED BY THE BOARD OF 
DIRECTORS:

1.  Election of Directors (see list on other side)
    [ ] FOR all nominees                 [ ] WITHHOLD AUTHORITY
        (except as noted to the right)       to vote for all nominees

INSTRUCTION: To withhold authority to vote for any individual
             nominee(s), write the name(s) on the line below.

_____________________________________________________________

2.  Amendment of 1993 Stock Plan
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

3.  Amendment of Incentive Compensation Plan
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

4.  Amendment of Directors' Stock Plan
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

5.  Appointment of Independent Accountants
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

A VOTE 'AGAINST' PROPOSALS 6 AND 7 IS RECOMMENDED BY THE
BOARD OF DIRECTORS:

6.  Proposal regarding directors' tenure
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

7.  Proposal regarding executive compensation
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

PLEASE SIGN EXACTLY AS NAME APPEARS.

Dated____________________________________________, 1994
                 (Please Insert Date)

Signed________________________________________________

PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY IN THE ENCLOSED ENVELOPE.

                     REQUEST FOR CONFIDENTIAL INSTRUCTIONS
       SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
             PURSUANT TO THE ALLIEDSIGNAL THRIFT PLAN (THE 'PLAN')
 
     The  undersigned  hereby instructs  State  Street Bank  and  Trust Company,
Trustee under the  Plan, to  vote, as designated  herein, all  shares of  Common
Stock  with respect to which the undersigned is entitled to instruct the Trustee
as to voting under the Plan at the Annual Meeting of Shareowners of AlliedSignal
Inc. to be held on April 25, 1994, and at any and all adjournments thereof.  The
Trustee  is  also  authorized  to  vote  such  shares  in  connection  with  the
transaction of such other business as  may properly come before the Meeting  and
any and all adjournments thereof.
 
- ----------------------------------------------------------
     Your  vote for the election of  Directors and the other proposals described
in the accompanying Proxy  Statement may be specified  on the reverse side.  The
nominees  for  Director  are: Lawrence  A.  Bossidy,  Ann M.  Fudge,  William R.
Haselton, Paul X. Kelley, Delbert C. Staley and Robert C. Winters.
 
     BECAUSE THE ANNUAL MEETING RECORD DATE PRECEDES THE DISTRIBUTION OF  SHARES
PURSUANT  TO A TWO-FOR-ONE  SPLIT OF THE  COMMON STOCK DECLARED  BY THE BOARD OF
DIRECTORS ON FEBRUARY 7, 1994, VOTES WILL BE CALCULATED ON A PRE-SPLIT BASIS AND
INFORMATION ON THIS  INSTRUCTION CARD  REGARDING THE  NUMBER OF  SHARES YOU  ARE
ENTITLED TO VOTE IS ON A PRE-SPLIT BASIS.
 
     IF  THIS CARD IS PROPERLY SIGNED AND  RETURNED, THE SHARES WILL BE VOTED AS
SPECIFIED HEREIN
OR, IF NO  CHOICE IS SPECIFIED,  THEY WILL BE  VOTED 'FOR' THE  ELECTION OF  ALL
NOMINEES  FOR DIRECTOR, 'FOR' PROPOSALS 2, 3,  4 AND 5 AND 'AGAINST' PROPOSALS 6
AND 7. THE TRUSTEE WILL VOTE SHARES AS TO WHICH NO INSTRUCTIONS ARE RECEIVED  IN
THE  SAME RATIO AS SHARES WITH RESPECT  TO WHICH INSTRUCTIONS HAVE BEEN RECEIVED
FROM OTHER PARTICIPANTS IN THE PLAN.
 
                                         [CONTINUE AND SIGN ON THE REVERSE SIDE]

A VOTE 'FOR' PROPOSALS 1, 2, 3, 4 AND 5 IS RECOMMENDED BY THE BOARD OF 
DIRECTORS:

1.  Election of Directors (see list on other side)
    [ ] FOR all nominees                 [ ] WITHHOLD AUTHORITY
        (except as noted to the right)       to vote for all nominees

INSTRUCTION: To withhold authority to vote for any individual
             nominee(s), write the name(s) on the line below.

_____________________________________________________________

2.  Amendment of 1993 Stock Plan
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

3.  Amendment of Incentive Compensation Plan
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

4.  Amendment of Directors' Stock Plan
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

5.  Appointment of Independent Accountants
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

A VOTE 'AGAINST' PROPOSALS 6 AND 7 IS RECOMMENDED BY THE
BOARD OF DIRECTORS:

6.  Proposal regarding directors' tenure
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

7.  Proposal regarding executive compensation
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

PLEASE SIGN EXACTLY AS NAME APPEARS.

Dated____________________________________________, 1994
                 (Please Insert Date)

Signed________________________________________________

PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY IN THE ENCLOSED ENVELOPE.

                     REQUEST FOR CONFIDENTIAL INSTRUCTIONS
       SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
   PURSUANT TO THE ALLIEDSIGNAL TRUCK BRAKE SYSTEMS COMPANY SAVINGS PLAN (THE
                                    'PLAN')
 
     The  undersigned  hereby instructs  State  Street Bank  and  Trust Company,
Trustee under the  Plan, to  vote, as designated  herein, all  shares of  Common
Stock  with respect to which the undersigned is entitled to instruct the Trustee
as to voting under the Plan at the Annual Meeting of Shareowners of AlliedSignal
Inc. to be held on April 25, 1994, and at any and all adjournments thereof.  The
Trustee  is  also  authorized  to  vote  such  shares  in  connection  with  the
transaction of such other business as  may properly come before the Meeting  and
any and all adjournments thereof.
 
- ----------------------------------------------------------
     Your  vote for the election of  Directors and the other proposals described
in the accompanying Proxy  Statement may be specified  on the reverse side.  The
nominees  for  Director  are: Lawrence  A.  Bossidy,  Ann M.  Fudge,  William R.
Haselton, Paul X. Kelley, Delbert C. Staley and Robert C. Winters.
 
     BECAUSE THE ANNUAL MEETING RECORD DATE PRECEDES THE DISTRIBUTION OF  SHARES
PURSUANT  TO A TWO-FOR-ONE  SPLIT OF THE  COMMON STOCK DECLARED  BY THE BOARD OF
DIRECTORS ON FEBRUARY 7, 1994, VOTES WILL BE CALCULATED ON A PRE-SPLIT BASIS AND
INFORMATION ON THIS  INSTRUCTION CARD  REGARDING THE  NUMBER OF  SHARES YOU  ARE
ENTITLED TO VOTE IS ON A PRE-SPLIT BASIS.
 
     IF  THIS CARD IS PROPERLY SIGNED AND  RETURNED, THE SHARES WILL BE VOTED AS
SPECIFIED HEREIN
OR, IF NO  CHOICE IS SPECIFIED,  THEY WILL BE  VOTED 'FOR' THE  ELECTION OF  ALL
NOMINEES  FOR DIRECTOR, 'FOR' PROPOSALS 2, 3,  4 AND 5 AND 'AGAINST' PROPOSALS 6
AND 7. THE TRUSTEE WILL VOTE SHARES AS TO WHICH NO INSTRUCTIONS ARE RECEIVED  IN
THE  SAME RATIO AS SHARES WITH RESPECT  TO WHICH INSTRUCTIONS HAVE BEEN RECEIVED
FROM OTHER PARTICIPANTS IN THE PLAN.
 
                                         [CONTINUE AND SIGN ON THE REVERSE SIDE]

A VOTE 'FOR' PROPOSALS 1, 2, 3, 4 AND 5 IS RECOMMENDED BY THE BOARD OF 
DIRECTORS:

1.  Election of Directors (see list on other side)
    [ ] FOR all nominees                 [ ] WITHHOLD AUTHORITY
        (except as noted to the right)       to vote for all nominees

INSTRUCTION: To withhold authority to vote for any individual
             nominee(s), write the name(s) on the line below.

_____________________________________________________________

2.  Amendment of 1993 Stock Plan
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

3.  Amendment of Incentive Compensation Plan
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

4.  Amendment of Directors' Stock Plan
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

5.  Appointment of Independent Accountants
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

A VOTE 'AGAINST' PROPOSALS 6 AND 7 IS RECOMMENDED BY THE
BOARD OF DIRECTORS:

6.  Proposal regarding directors' tenure
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

7.  Proposal regarding executive compensation
    FOR [ ]            AGAINST [ ]            ABSTAIN [ ]

PLEASE SIGN EXACTLY AS NAME APPEARS.

Dated____________________________________________, 1994
                 (Please Insert Date)

Signed________________________________________________

PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY IN THE ENCLOSED ENVELOPE.

[LOGO]                                             AlliedSignal Inc.
                                                   P.O. Box 3000
                                                   Morristown, NJ 07962-2496

LARRY BOSSIDY
Chairman and
Chief Executive Officer
 
                                                              March 10, 1994
Dear Plan Participant:
 
Thanks to the outstanding efforts of our employees, 1993 was another great year
for AlliedSignal, with net earnings reaching a record level. Our strong
financial performance has been recognized by investors and reflected in the
Company's stock price, which grew by another 31% last year and resulted in the
declaration of a two-for-one stock split by the Board of Directors. Employee
savings plans hold about 14% of our outstanding shares, and we are pleased that
plan participants are benefiting from the Company's improved performance.
 
Enclosed is a meeting notice and proxy statement for the 1994 Annual Meeting of
Shareowners. As a participant in either the Savings Plan or Thrift Plan, you are
entitled to instruct the Trustee, State Street Bank and Trust Company, how to
vote the AlliedSignal shares attributable to your plan account. The proxy
statement includes the proposals to be voted on, as well as the recommendations
of the Board of Directors. A voting instruction card is enclosed for your use.
 
This is your opportunity to have the plan shares voted in accordance with your
wishes. All votes, especially those of current and former employees, are
important and I urge you to exercise your right to vote by completing the
confidential instruction card at your earliest convenience.
 
If you own AlliedSignal shares other than through the plans, you will receive a
separate proxy card for those shares. In order to vote all your shares, you
should return your plan instruction card in the enclosed envelope to the Trustee
and return any proxy card for other shares in the separate envelope provided
with that card.
 
Thanks again for your efforts. I look forward to your continuing support.
 
                                                              Sincerely,
                                                              Larry Bossidy
Enclosures

[LOGO]
                                                 AlliedSignal Inc.
                                                 P.O. Box 3000
                                                 Morristown, NJ 07962-2496

LARRY BOSSIDY
Chairman and
Chief Executive Officer
 
                                                                March 10, 1994
 
Dear Participant in the AlliedSignal Truck Brake Savings Plan:

As you know, 1993 was another great year for AlliedSignal, with net earnings
reaching a record level. The Company's strong financial performance has been
recognized by investors and reflected in the Company's stock price, which grew
by another 31% last year and resulted in the declaration of a two-for-one stock
split by the Board of Directors. We are pleased that plan participants are
benefiting from the Company's improved performance.

Enclosed is a meeting notice and proxy statement for the 1994 Annual Meeting of
Shareowners. As a participant in the AlliedSignal Truck Brake Systems Company
Savings Plan, you are entitled to instruct the Trustee, State Street Bank and
Trust Company, how to vote the AlliedSignal shares attributable to your plan
account. The proxy statement includes the proposals to be voted on, as well as
the recommendations of the Board of Directors. A voting instruction card is
enclosed for your use.
 
This  is your opportunity to have the  plan shares voted in accordance with your
wishes. All votes are important and I urge you to exercise your right to vote by
completing the confidential instruction card at your earliest convenience.
 
If you own AlliedSignal shares other than through the plan, you will receive a
separate proxy card for those shares. In order to vote all your shares, you
should return your plan instruction card in the enclosed envelope to the Trustee
and return any proxy card for other shares in the separate envelope provided
with that card.

I look forward to your continuing support.
 
                                                                Sincerely,
                                                                Larry Bossidy

Enclosures