8-K

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC   20549

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

                               FORM 8-K

                             CURRENT REPORT
                PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  July 1, 1997

                             AMP Incorporated
           (Exact name of registrant as specified in its charter)


    Pennsylvania                   1-4235              23-0332575
(State of Incorporation)         (Commission         (IRS Employer
                                 File Number)    Identification Number)


            PO Box 3608                                   17105-3608
       Harrisburg, Pennsylvania                           (Zip Code)
(Address of Principal Executive Offices)


Registrant's telephone number, including area code: (717) 564-0100

ITEM 5. Other Events.

     On July 7, 1997, Connectware, Inc., (the "Company"), a Delaware corporation
and wholly owned subsidiary of AMP Incorporated, the Registrant, announced in a
press release that it has filed an appeal with the Texas State Court to reverse
an adverse decision by the majority of a 3-person arbitration panel considering
certain claims filed by Connectware and IMT, Inc., a Dallas-based corporation,
with regard to IMT's Kemma RPS computer monitor screens. On July 1, 1997 the
panel awarded IMT $17.7 million, and Connectware's appeal was filed on July 3,
1997.

     Pursuant to General Instruction F of Form 8-K, the Company hereby
incorporates herein by reference the press release that is attached hereto as
Exhibit 99.

ITEM 7. Financial Statements, Pro Forma Financial Information and
        Exhibits.

(c)     Exhibits

99      Press release issued by Connectware, Inc. on July 7, 1997.

SIGNATURES

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

          AMP Incorporated

By:      /s/  James E. Marley
       -------------------------
        James E. Marley
        Chairman


Date:   July 8, 1997


EXHIBIT INDEX

Exhibit Number             Description

   99.  Press release issued by Connectware, Inc. on July 7, 1997.

EX-99

FOR RELEASE:   July 7, 1997

CONTACT:       Thea Hocker, Corporate Communication
               (717) 592-2314
               tchocker@amp.com

               CONNECTWARE, INC. FILES APPEAL IN IMT ARBITRATION

Richardson, TX, July 7, 1997 -- Connectware, Inc., Richardson, Texas announced
that the company filed an appeal with the Texas State Court on July 3, 1997 to
reverse a July 1, 1997 decision by an arbitration panel in which IMT, Inc. was
awarded $17.7 million regarding Kemma RPS computer monitor screens.

The Connectware appeal claims that the arbitration panel exceeded its powers by
granting relief to IMT that was not allowed by the contract between the parties
or allowed by law. The arbitration panel's judgment was not unanimous.

Connectware is a wholly owned subsidiary of AMP Incorporated, based in
Harrisburg, PA. Connectware focuses on the development of the company's new
System 8000 Enterprise ATM switch. IMT is a Dallas-based corporation. The Kemma
product is a screen intended to reduce or eliminate magnetic emissions from
computer monitors.

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