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):  January 8, 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 December 31, 1996, AMP Incorporated, a Pennsylvania corporation (the
"Company") announced in a press release that the Board of Directors approved the
Company's plans to rationalize certain of its operations and product lines and
to take corresponding restructuring and other one-time charges in the fourth
quarter of 1996 in the total amount of $195 million. In a subsequent press
release issued on January 8, 1997, the Company announced further details on
those streamlining plans.

     Pursuant to General Instruction F of Form 8-K, the Company hereby
incorporates herein by reference the press releases that are attached hereto as
Exhibits 99.A and 99.B.

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

(c)     Exhibits

99.A      Press release issued by AMP Incorporated on December 31, 1996.

99.B      Press release issued by AMP Incorporated on January 8, 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/  J. E. Marley
       -------------------------
        James E. Marley
        Chairman


Date:   January 8, 1997


EXHIBIT INDEX

Exhibit Number             Description                         Page

   99.A     Press release issued by AMP Incorporated on
          December 31, 1996.

   99.B     Press release issued by AMP Incorporated on
          January 8, 1997.

EX-99.A

AMP                                                           EXECUTIVE OFFICES
                                                                    NEWS RELEASE
- -------------------------------------------------------------------------------
AMP INCORPORATED    HARRISBURG PA 17105    717-564-0100    NYSE SYMBOL:AMP
- -------------------------------------------------------------------------------
IMMEDIATE RELEASE                          RELEASE NO:      96-9
DECEMBER 31, 1996        FOR MORE INFORMATION CONTACT:      WILLIAM OAKLAND
                                                            (717) 592-6371


AMP ANNOUNCES RESTRUCTURING AND ONE-TIME CHARGES IN FOURTH QUARTER

Harrisburg, PA - Today (Tuesday, December 31, 1996) the AMP Board of Directors
approved a restructuring and other one-time charges of $195 million to be taken
in the fourth quarter. In a December 12, 1996 news release the Company stated it
would take fourth quarter charges, but did not indicate the amount. These
charges are being taken to rationalize certain of AMP's businesses and are
mostly non-cash in nature.

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

Harrisburg, Pennsylvania-based AMP Incorporated is the world's leading producer
of electrical/electronic connection devices. It has nearly 45,000 employees in
215 facilities in the U.S. and 44 other countries. AMP stock is listed on the
New York, Pacific and other regional stock exchanges (Symbol -- "AMP").

EX-99.B

                                    news from
AMP

     AMP Incorporated
     P.O. Box 3608
     Harrisburg, PA 17105-3608


FOR RELEASE:             January 8, 1997

Media Contact:           Thea Hocker, Manager-Media Relations
                         717-592-2314

Investor Contact:        William Oakland, Director-Investor Relations
                         717-592-6371



                       AMP STREAMLINES SELECTED BUSINESSES


HARRISBURG, PA, JANUARY 8, 1997 - AMP Incorporated (NYSE:AMP), the world's
leading supplier of electrical and electronic connectors and interconnection
systems, today announced details of plans to rationalize and streamline parts of
the business, to be implemented throughout 1997. This announcement follows the
company's disclosure on December 31, 1996 of a restructuring and one-time charge
of $195 million to be taken in the fourth quarter 1996.

"We have three reasons for taking this action," said AMP CEO and President
William J. Hudson. "The first reason is to eliminate and streamline certain
product lines and under-performing operations. Second, we need to improve
profitability and strengthen the business to better serve our customers. The
final reason is to create additional profits to build an even stronger global
business and competitive U.S. manufacturing base."

Hudson emphasized that "we are not downsizing our business nor are we targeting
jobs to save money. Infact, most of the streamlined businesses are not
labor-intensive and only a small percentage of the restructuring charge will
come from workforce reductions. Rather, our focus is on discontinuing
under-performing product lines and realigning manufacturing operations,
primarily in AMP's Americas operation."

Highlights of the plan:

*    The company will significantly reduce its presence in the market for
     military cylindrical pin and socket connectors. This will result in the
     closing of a plant in California and a reduction in employment in
     Pennsylvania and several international locations.

*    AMP's CIR-PAC unit will move out of certain aspects of the printed wiring
     board business and will focus its resources on manufacturing
     higher-technology boards for the communications, industrial and computer
     markets. Consequently, the Riverhead, NY, facility will be phased out over
     the next two quarters and some assets will be consolidated into the
     Greenville, South Carolina facility.

*    AMP's Global Interconnect Systems Business unit will write down certain
     equity investments and eliminate older generation Connectware products.
     Cost reduction actions also will be taken at several locations.

*    As part of AMP's manufacturing integration strategy, it will close or
     consolidate several specialized facilities in the U.S., including plants in
     Roanoke, VA and McSherrystown, PA.

Hudson added, "These actions will improve our profit margins and enhance our
competitiveness. Unfortunately, they could also negatively affect about 1000
jobs worldwide. Over the next several weeks, we will be informing employees,
customers, and suppliers of these decisions. Additional details will be included
in the company's January 22, 1997 release on fourth quarter results."

Hudson concluded, "We remain confident in our long-term strategy of maintaining
leadership in connection devices, diversification, and geographic expansion. By
taking action now to improve profitability and cash flow, we can more quickly
build a stronger, more secure foundation for future growth for AMP, its
investors, and employees."

AMP is headquartered in Harrisburg, PA and employs nearly 45,000 in Asia, Europe
and the Americas, serving customers in markets that include communications,
networking, industrial, consumer goods, aerospace and automotive. AMP had sales
of $5.2 billion in 1995.