SC 14D9/A

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                     SECURITIES AND EXCHANGE COMMISSION 
                           Washington, D.C. 20549 
  
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                               SCHEDULE 14D-9 
                   SOLICITATION/RECOMMENDATION STATEMENT 
                    PURSUANT TO SECTION 14(d)(4) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
                             (Amendment No.16) 
  
    
  
                              AMP INCORPORATED 
                         (Name of Subject Company) 
  
                              AMP INCORPORATED 
                    (Name of Person(s) Filing Statement) 
  
                         Common Stock, no par value 
            (including Associated Common Stock Purchase Rights) 
                      (Title of Class of Securities) 
  
  
                                031897-10-1 
                   (CUSIP Number of Class of Securities) 
  
                             David F. Henschel 
                            Corporate Secretary 
                             AMP Incorporated 
                              P.O. Box 3608 
                    Harrisburg, Pennsylvania 17105-3608 
                             (717) 564-0100 
    (Name, Address and Telephone Number of Person Authorized to Receive 
    Notice and Communications on Behalf of the Person(s) Filing Statement) 
  
                              With a Copy to: 
  
                             Peter Allan Atkins 
                             David J. Friedman 
                  Skadden, Arps, Slate, Meagher & Flom LLP 
                               919 Third Avenue
                      New York, New York 10022-3897 
                              (212) 735-3000 
  
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      This Amendment No.16 amends and supplements the
 Solicitation/Recommendation Statement on Schedule 14D-9 dated August 21,
 1998, as amended (the "Schedule 14D-9"), filed by AMP Incorporated, a
 Pennsylvania corporation ("AMP"), in connection with the tender offer by
 PMA Acquisition Corporation, a Delaware corporation (the "Purchaser") and
 wholly owned subsidiary of AlliedSignal Inc., a Delaware corporation
 ("AlliedSignal"), to purchase shares of common stock, no par value, of AMP
 (the "Common Stock"), including the associated Common Stock Purchase Rights
 (the "Rights" and, together with the Common Stock, the "Shares") issued
 pursuant to the Rights Agreement, dated as of October 25, 1989, and as
 amended on September 4, 1992, August 12, 1998, August 20, 1998 and
 September 17, 1998 (the "Rights Agreement"), between AMP and ChaseMellon
 Shareholder Services L.L.C., as Rights Agent, at a price of $44.50 per
 Share, net to the seller in cash, as disclosed in its Tender Offer
 Statement on Schedule 14D-1, dated August 10, 1998, as amended, upon the
 terms and subject to the conditions set forth in the Offer to Purchase,
 dated August 10, 1998, and as amended on September 14, 1998 and September
 21, 1998, and the related Letter of Transmittal.  
  
      Unless otherwise indicated, all defined terms used herein shall have
 the same meaning as those set forth in the Schedule 14D-9. 
  
 ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS. 
  
      The following exhibits are filed herewith: 
  
      Exhibit 
         No.    Description 
  
      54        Text of a press release issued by AMP on September 18, 1998. 
  
                                   o  o  o 
  
      This document and the exhibits attached hereto contain 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, shareholders
 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, a copy of which was also filed as Exhibit 19
 to the Schedule 14D-9 filed with the SEC.  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 the AlliedSignal Offer and whose numbers will have been
 reduced as a result of these initiatives.



                                 SIGNATURE 
  
      After reasonable inquiry and to the best of my knowledge and belief, I
 certify that the information set forth in this statement is true, complete
 and correct. 
  
  
 Dated:    September 21, 1998          AMP Incorporated 
  
  
                                       By: /s/ Robert Ripp   
                                          ----------------------- 
                                       Name:  Robert Ripp 
                                       Title: Chairman and Chief 
                                              Executive Officer 
  
  
  

                               EXHIBIT INDEX 
  
      The following exhibits are filed herewith: 
  
      Exhibit
        No.       Description 
  
        54        Text of a press release issued by AMP on September 18, 1998.

EX-99

                                                                    Exhibit 54
  
 FOR IMMEDIATE RELEASE 
  
 Contacts: 
 Richard Skaare                          Dan Katcher / Judith Wilkinson 
 AMP Corporate Communication             Abernathy MacGregor Frank
 717/592-2323                            212/371-5999 
  
 Doug Wilburne 
 AMP Investor Relations 
 717/592-4965 
  
    
                              AMP ISSUES STATEMENT
    
 HARRISBURG, Pennsylvania (September 18, 1998) - AMP Incorporated (NYSE:
 AMP) gave the following statement in response to AlliedSignal's announcement
 today: 
  
      "For all of AlliedSignal's increasingly strident rhetoric,
      the fundamental issue has not changed.  They have made an
      inadequate and poorly conceived offer, and we are fully
      prepared to make our case in the courthouse or on any other
      front." 
   
 Headquartered in Harrisburg, PA, AMP is the world's leading manufacturer of
 electrical, electronic, fiber-optic and wireless interconnection devices
 and systems.  The Company has 48,300 employees in 53 countries serving
 customers in the automotive, computer, communications, consumer, industrial
 and power industries.  AMP sales reached $5.75 billion in 1997.   
  
  
  
                                    # # # 
  
  
  
  
  
  
 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 solicita-tion. 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 Busi-nesses), 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 Presi-dent, 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: Merrill
 A. Yohe, Jr. (Vice President, Public Affairs), Richard Skaare (Director,
 Corporate Communication), Douglas Wilburne (Director, Investor Relations),
 Suzanne Yenchko (Director, State Government Relations), Mary Rakoczy
 (Manager, Shareholder Services), Dorothy J. Hiller (Assistant Manager,
 Shareholder Services), Melissa E. Witsil (Communica-tions Assistant) and
 Janine M. Porr (Executive Secretary). 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 Ex-change 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 11, 1998,
 DLJ held no shares of AMP common stock for its own account and CSFB had a
 net long position of 103,966 shares of AMP common stock.