SCHEDULE 14A
                               (RULE 14a-101)

                          SCHEDULE 14A INFORMATION

               PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO.   )


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                              [AMP Letterhead] 
  
  
 September 14, 1998 
  
 Fellow AMP employees: 
  
 Once again, I want to update you on the status of AlliedSignal's hostile
 bid and also, more importantly, on how you can help fight it. 
  
 Earlier today, AlliedSignal announced the extension of its unsolicited
 tender offer until September 25, 1998, and that it was amending the offer
 to turn it into a partial, pro rated offer for 18% of AMP's shares, which
 it hopes to purchase by October 15, 1998.  AlliedSignal then would resume
 its effort to acquire the remaining AMP shares.  AlliedSignal also
 announced that it intends to solicit consents in support of a new proposal
 designed to remove from AMP's Board any authority with respect to the
 Rights Plan.  BOTH OF THESE TACTICS ARE PART OF ALLIEDSIGNAL'S CONTINUING
 EFFORT TO END-RUN THE PROTECTIVE FEATURES OF PENNSYLVANIA LAW AND THE
 RIGHTS PLAN, AND SHOULD BE VIEWED AS PART OF THE EXPECTED BATTERY OF MOVES
 AND COUNTER-MOVES IN HOSTILE TAKEOVER SITUATIONS.  After reviewing
 AlliedSignal's public filings regarding these matters, AMP will respond in
 an appropriate manner. 
  
 AlliedSignal also announced that 72% of the outstanding shares of AMP were
 tendered as of September 11, the initial deadline for its tender offer. 
 AlliedSignal is now claiming that the results show some kind of
 "referendum" on its offer.  WE STRONGLY DISAGREE. 
  
 In fact, the results are not surprising given that AMP shareholders were
 fully aware that no shares could have been purchased on September 11 under
 AlliedSignal's offer.  And, despite its comments to the contrary,
 AlliedSignal also recognizes that these tenders do not translate into
 shareholder support for either its bid or its consent solicitation.  In
 fact, an agent of AlliedSignal recently sent a letter to institutional
 shareholders saying that, "if you tender your shares and wish to withdraw
 them at a later time the withdrawal process is very straightforward and a
 withdrawal can be effected within hours."  That letter also stated:
 "Tendering shares does not commit you to voting for AlliedSignal on the
 consent solicitation." 
  
 The real message of the tender results is that AMP shareholders want value
 -- and that's what we are delivering through our profit improvement plan. 
 AlliedSignal is trying to capture that value for ALLIEDSIGNAL'S
 shareholders by buying AMP at a bargain price.  Your Board has determined
 that the AlliedSignal offer is inadequate and does not reflect the true
 value of AMP.  
  
 Over the past few weeks, we have been very busy. Through ads, media
 interviews, and many meetings with investors, political leaders, and
 others, we have been telling everyone about the Company's value and about
 what all AMP associates have worked so hard to achieve. 
  
 Last week, I visited with a number of our largest shareholders.  For the
 first time, I was able to show them the details of our plan to successfully
 and rapidly get AMP back on the right track.  My message was simple: AMP's
 Profit Improvement Plan will deliver more value than AlliedSignal's
 opportunistic offer.  They appreciated hearing our side of the story. 
   
 Our job at AMP is to turn those shareholders who are doubters into
 believers.  How we perform is much more convincing that what we promise. 
 And YOUR actions speak much louder than MY  words.  Your actions should
 follow four principles: Focus, Accountability, Simplicity, and Timeliness. 
 These "FAST Principles" are working already.  By focusing on cost
 reduction, by holding ourselves accountable, by simplifying how we serve
 customers, and by stressing urgency, the momentum for success is growing
 rapidly throughout AMP.  Consequently, the results of our profit
 improvement plan are ahead of schedule.  The Plan should generate an
 operating margin of 13.5% in 1999 with an earnings per share of at least
 $2.30.  In the year 2000, our operating margin should be 16.5% with an
 earnings per share of at least $3.00. 
  
 Also, we have been accelerating our profit improvement plan by streamlining
 and consolidating operations worldwide.  Included in our actions have been
 the phasing out of our Harlow facility in Great Britain and the reduction
 of various operations and functions in Asia/Pacific, which you will hear
 about over the next few weeks.  In addition, we are exploring options that
 would boost AMP's value further in the nearer term. 
  
 Finally, I want to say thank you to those of you who took the voluntary
 early retirement program. All of us applaud your years of commitment, your
 hard work, your ideas, and your love for this Company.  I want to thank you
 on behalf of your associates and on behalf of all those who will benefit in
 the future from your many contributions to AMP. 
  
 I have received hundreds of personal messages of support from you, as well
 as from shareholders, customers, suppliers, and political and community
 leaders.  I very much appreciate that encouragement.  Please be assured
 that I and your management will remain focused on protecting the interests
 of AMP and its employees, shareholders, customers, and our communities.  
 We are committed to communicating with you as frequently as possible.  As
 always, we appreciate your hard work and continued support. 
  

 Sincerely  

 /s/ Robert Ripp 
 Robert Ripp 
 Chairman and CEO 
  
  
 Because AlliedSignal has stated that it will initiate a consent
 solicitation, the participant information below is required under
 Securities and Exchange Commission rules: 

 AMP and certain other persons named below may be deemed to be participants
 in the solicitation of revocations of consents in response to
 AlliedSignal's consent solicitation. The participants in this solicitation
 may include the directors of AMP (Ralph D. DeNunzio, Barbara H. Franklin,
 Joseph M. Hixon III, William J. Hudson, Jr., Joseph M. Magliochetti, Harold
 A. McInnes, Jerome J. Meyer, John C. Morley, Robert Ripp, Paul G. Schloemer
 and Takeo Shiina); the following executive officers of AMP: Robert Ripp
 (Chairman and Chief Executive Officer), William J. Hudson (Vice Chairman),
 James E. Marley (former Chairman), William S. Urkiel (Corporate Vice
 President and Chief Financial Officer), Herbert M. Cole (Senior Vice
 President for Operations), Juergen W. Gromer (Senior Vice President, Global
 Industry Businesses), Richard P. Clark (Divisional Vice President, Global
 Wireless Products Group), Thomas DiClemente (Corporate Vice President and
 President, Europe, Middle East, Africa), Rudolf Gassner (Corporate Vice
 President and President, Global Personal Computer Division), Charles W.
 Goonrey (Corporate Vice President and General Legal Counsel), John E.
 Gurski (Corporate Vice President and President, Global Value-Added
 Operations and President, Global Operations Division), David F. Henschel
 (Corporate Secretary), John H. Kegel (Corporate Vice President,
 Asia/Pacific), Mark E. Lang (Corporate Controller), Philippe Lemaitre
 (Corporate Vice President and Chief Technology Officer), Joseph C.
 Overbaugh (Corporate Treasurer), Nazario Proietto (Corporate Vice President
 and President, Global Consumer, Industrial and Power Technology Division);
 and the following other members of management and employees of AMP: Richard
 Skaare (Director, Corporate Communication), Douglas Wilburne (Director,
 Investor Relations), Mary Rakoczy (Manager, Shareholder Services), Dorothy
 J. Hiller (Assistant Manager, Shareholder Services) and Melissa E. Witsil
 (Communications Assistant). As of the date of this communication, none of
 the foregoing participants individually beneficially own in excess of 1%
 of AMP's common stock or in the aggregate in excess of 2% of AMP's common
 stock. 
   
 AMP has retained Credit Suisse First Boston Corporation ("CSFB") and
 Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") to act as its
 financial advisors in connection with the AlliedSignal Offer, for which
 CSFB and DLJ will receive customary fees, as well as reimbursement of
 reasonable out-of-pocket expenses. In addition, AMP has agreed to indemnify
 CSFB, DLJ and certain related persons against certain liabilities,
 including certain liabilities under the federal securities laws, arising
 out of their engagement. CSFB and DLJ are investment banking firms that
 provide a full range of financial services for institutional and individual
 clients. Neither CSFB nor DLJ admits that it or any of its directors,
 officers or employees is a "participant" as defined in Schedule 14A
 promulgated under the Securities Exchange Act of 1934, as amended, in the
 solicitation, or that Schedule 14A requires the disclosure of certain
 information concerning either CSFB or DLJ.  In connection with CSFB's role
 as financial advisor to AMP, CSFB and the following investment banking
 employees of CSFB may communicate in person, by telephone or otherwise with
 a limited number of institutions, brokers or other persons who are
 stockholders of AMP: Alan Howard, Steven Koch, Scott Lindsay, and Lawrence
 Hamdan.  In connection with DLJ's role as financial advisor to AMP, DLJ and
 the following investment banking employees of DLJ may communicate in
 person, by telephone or otherwise with a limited number of institutions,
 brokers or other persons who are stockholders of AMP: Douglas V. Brown and
 Herald L. Ritch.  In the normal course of its business, each of CSFB and
 DLJ regularly buys and sells securities issued by AMP for its own account
 and for the accounts of its customers, which transactions may result in
 CSFB, DLJ or the associates of either of them having a net "long" or net
 "short" position in AMP securities, or option contracts or other
 derivatives in or relating to such securities.  As of September 1, 1998,
 DLJ held no shares of AMP common stock for its own account and CSFB had a
 net long position of 118,566 shares of AMP common stock. 
  
 This letter contains certain "forward-looking" statements which AMP
 believes are within the meaning of Section 27A of the Securities Act of
 1933 and Section 21E of the Securities Exchange Act of 1934.  The safe
 harbors intended to be created thereby are not available to statements made
 in connection with a tender offer and AMP is not aware of any judicial
 determination as to the applicability of such safe harbor to forward-
 looking statements made in proxy solicitation materials when there is a
 simultaneous tender offer.  However, sharehold-ers should be aware that any
 such forward-looking statements should be considered as subject to the
 risks and uncertainties that exist in AMP's operations and business
 environment which could render actual outcomes and results materially
 different than predicted.  For a description of some of the factors or
 uncertainties which could cause actual results to differ, reference is made
 to the section entitled "Cautionary Statements for Purposes of the 'Safe
 Harbor'" in AMP's Annual Report on Form 10-K for the year ended December
 31, 1997.  In addition, the realization of the benefits anticipated from
 the strategic initiatives will be dependent, in part, on management's
 ability to execute its business plans and to motivate properly the AMP
 employees, whose attention may have been distracted by AlliedSignal's
 tender offer and whose numbers will have been reduced as a result of these
 initiatives.