SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, DC  20549 
  
                                ------------
  
                                 FORM 8-A/A 
  
             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
                 PURSUANT TO SECTION 12 (b) or 12(g) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
  
                              AMP Incorporated 
         -----------------------------------------------------------
           (Exact Name of Registrant as Specified in Its Charter) 
  
  
       Pennsylvania                                    23-033-2575 
 ---------------------------                      --------------------
  (State of Incorporation                          (I.R.S. Employer 
       or Organization)                           Identification no.) 
  
  P.O. Box 3608, Harrisburg, Pennsylvania              17105-3608 
 ---------------------------------------           -------------------
 (Address of Principal Executive Offices)              (Zip Code) 
  
      If this form relates to the             If this form relates to the   
      registration of a class of              registration of a class of    
      securities pursuant to                  securities pursuant to        
      Section 12(b) of the Exchange           Section 12(g) of the Exchange 
      Act and is effective pursuant           Act and is effective pursuant 
      to General Instruction A.(c),           to General Instruction A.(d), 
      please check the following              please check the following    
      box. (X)                                box. ( )                      
                                              
 Securities Act registration statement file number to which this form
 relates:  Not Applicable 
                    (If applicable) 
  
 Securities to be registered pursuant to Section 12(b) of the Act: 
  
      Title of Each Class             Name of Each Exchange on Which  
      to be so Registered             Each Class is to be Registered  
      --------------------            -------------------------------
                          
  Common Share Purchase Rights        New York Stock Exchange      
  
   Securities to be registered pursuant to Section 12(g) of the Act: 
  
                                    None 
 ---------------------------------------------------------------------------
                              (Title of Class) 
  

 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. 
  
      On October 25, 1989, the Board of Directors (the "Board") of AMP
 Incorporated ("AMP") authorized AMP to enter into in the Rights Agreement,
 dated as of October 25, 1989 (the "Rights Agreement"), between AMP and
 Manufacturers Hanover Trust Company, a New York corporation, as the Rights
 Agent.  In connection therewith, the Board authorized and declared a
 dividend distribution of one Right for each share of common stock, no par
 value of  AMP outstanding at the close of business on November 6, 1989 (the
 "Record Date"), and authorized the issuance of one Right for each share of
 common stock of AMP issued between the Record Date (whether originally
 issued or delivered from AMP's treasury) and the Distribution Date (as
 defined in the Rights Agreement), each Right initially representing the
 right to purchase one share of common stock upon the terms and subject to
 the conditions set forth in the Rights Agreement, as amended by each of the
 amendments described below.  
  
      AMP, with the approval of the Board, entered into an amendment to the
 Rights Agreement, effective September 4, 1992, to provide that (i) the
 definition of "Common Stock" exclude all references to certificates
 representing a beneficial interest in Pamcor, Inc., thereby incorporating
 the effects of a reorganization of such affiliate by AMP and the
 termination of the Pamcor Stock Trust, and  (ii) Chemical Bank, a
 corporation incorporated under the banking laws of the State of New York,
 be appointed as successor Rights Agent.   
  
      At a meeting held on August 12, 1998, the Board resolved, following
 the commencement of a tender offer by PMA Acquisition Corporation, a
 Delaware corporation (the ''Purchaser'') and wholly owned subsidiary of
 AlliedSignal Inc., a Delaware corporation, that was disclosed in a Tender
 Offer Statement on Schedule 14D-1, dated August 10, 1998 (the ''Schedule
 14D-1''), and involved an offer to purchase all of the outstanding shares
 of common stock of AMP at a price of $44.50 per share, net to the seller in
 cash, upon the terms and subject to the conditions set forth in the Offer
 to Purchase, dated August 10, 1998, and the related Letter of Transmittal,
 to defer the Distribution Date so that the Distribution Date shall not
 occur until the earlier of (i) the day immediately prior to the date on
 which an Acquiring Person (as defined in the Rights Agreement) becomes such
 and (ii) such date as may be determined by action of the Board prior to the
 time any person or group becomes an Acquiring Person.  The Board at such
 meeting also authorized Amendment No. 2 to the Rights Agreement, dated as
 of August 12, 1998, by and between AMP and ChaseMellon Shareholder Services
 L.L.C., which, among other things, ratified the appointment of ChaseMellon
 Shareholder Services L.L.C., AMP's transfer agent, as successor Rights
 Agent.  
  
      At a meeting held on August 20, 1998, the Board approved Amendment No.
 3 to the Rights Agreement, dated as of August 20, 1998, by and between AMP
 and ChaseMellon Shareholder Services L.L.C. The amendment provides that (i)
 unless the Rights are redeemed prior thereto, a merger or other business
 combination transaction will be an event which shall entitle each holder of
 a Right (other than Rights previously voided under the terms of the Rights
 Agreement) to thereafter have the right to receive, upon exercise, common
 stock of the surviving company (or a related party in certain cases) having
 a value equal to two times the exercise price of the Right, irrespective of
 whether other events have previously occurred to cause the Rights
 Certificates to have been distributed, (ii) the Rights shall become
 nonredeemable upon a change in the Board occurring at any time following
 receipt of an unsolicited acquisition proposal such that the disinterested
 directors (as such term is defined under Pennsylvania law) in office prior
 to the first such unsolicited acquisition proposal, together with their
 successors as may be approved by the Board of Directors prior to their
 election, no longer constitute a majority of the Board, (iii) the exception
 for transactions that are deemed to be a  Qualifying Offer (as defined in
 the Rights Agreement) shall be applicable unless and until the Rights
 become nonredeemable under clause (ii) above, and (iv) the Rights Agreement
 generally may not be amended when the Rights are not redeemable.  
  
      At a meeting held on September 17, 1998, the Board approved Amendment
 No. 4 to the Rights Agreement which amended the definition of the term
 "Acquiring Person" to reduce from 20% to 10% the threshold at which a
 person who has made an unsolicited acquisition proposal may become an
 Acquiring Person and thereby trigger a number of the provisions of the
 Rights Agreement.  Amendment No. 4 also provides that the Rights Agreement
 shall not be amendable, the Rights shall not be redeemable and the Board
 will not be entitled to exercise certain discretionary authority otherwise
 available or take certain other actions, upon the adoption of a By-law
 intended to limit the authority of the Board and/or confer authority on any
 person other than the Board to take action with respect to the Rights
 Agreement and the Rights issued thereunder.  Amendment No. 4 became
 effective on September 24, 1998, but applies to all actions which shall
 have occurred on or after September 17, 1998 (the date of the amendment). 
  
      A copy of the amendments to the Rights Agreement are filed herewith as
 Exhibits 99.1, 99.2, 99.3 and 99.4.  A copy of the Rights Agreement and the
 amendments thereto are available free of charge from AMP.  This summary
 description of the Rights Agreement and the amendments thereto does not
 purport to be complete and is qualified in its entirety by reference to the
 Rights Agreement and each such amendment, which are incorporated by
 reference. 
  
 ITEM 2. EXHIBITS. 
  
      The following exhibits are filed herewith:  
  
 Exhibit 
     No.                            Description 
 -------                            -----------
 99.1      Amendment Rights Agreement, dated as of September 4, 1992, by and
           between AMP Incorporated and Chemical Bank, as Rights Agent
           (incorporated by reference to Exhibit 4.B of the Report on Form
           10-K for the year ended December 31, 1997).   
  
 99.2      Amendment No. 2 to the Rights Agreement, dated August 12, 1998,
           by and between AMP Incorporated and ChaseMellon Shareholder
           Services L.L.C., as Rights Agent (incorporated by reference to
           Exhibit 12 to the Solicitation/Recommendation Statement on
           Schedule 14D-9 filed with the Securities Exchange Commission on
           August 21, 1998). 
  
 99.3      Amendment No. 3 to the Rights Agreement, dated August 20, 1998,
           by and between AMP Incorporated and ChaseMellon Shareholder
           Services L.L.C., as Rights Agent (incorporated by reference to
           Exhibit 13 to the Solicitation/Recommendation Statement on
           Schedule 14D-9 filed with the Securities Exchange Commission on
           August 21, 1998). 
  
 99.4      Amendment No. 4 to the Rights Agreement, dated September 17,
           1998, by and between AMP Incorporated and ChaseMellon Shareholder
           Services L.L.C., as Rights Agent (incorporated by reference to
           Exhibit 51 to Amendment No. 15 to the Solicitation/Recommendation
           Statement on Schedule 14D-9 filed with the Securities Exchange
           Commission on September 18, 1998).


                                 SIGNATURE 
  
      Pursuant to the requirements of Section 12 of the Securities and
 Exchange Act of 1934, the registrant has duly caused this registration
 statement to be signed on its behalf by the undersigned, thereto duly
 authorized. 
  
  
                                    AMP INCORPORATED 
  
  
  
       
                                    By: /s/ David F. Henschel              
                                       --------------------------------
                                       Name: David F. Henschel 
                                       Title: Corporate Secretary 
  
 Dated: October 13, 1998


                               EXHIBIT INDEX 
  
      The following exhibits are filed herewith:  
  
 Exhibit 
     No.                            Description 
 --------                           -----------
 99.1      Amendment Rights Agreement, dated as of September 4, 1992, by and
           between AMP Incorporated and Chemical Bank, as Rights Agent
           (incorporated by reference to Exhibit 4.B of the Report on Form
           10-K for the year ended December 31, 1997).   
  
 99.2      Amendment No. 2 to the Rights Agreement, dated August 12, 1998,
           by and between AMP Incorporated and ChaseMellon Shareholder
           Services L.L.C., as Rights Agent (incorporated by reference to
           Exhibit 12 to the Solicitation/Recommendation Statement on
           Schedule 14D-9 filed with the Securities Exchange Commission on
           August 21, 1998). 
  
 99.3      Amendment No. 3 to the Rights Agreement, dated August 20, 1998,
           by and between AMP Incorporated and ChaseMellon Shareholder
           Services L.L.C., as Rights Agent (incorporated by reference to
           Exhibit 13 to the Solicitation/Recommendation Statement on
           Schedule 14D-9 filed with the Securities Exchange Commission on
           August 21, 1998). 
  
 99.4      Amendment No. 4 to the Rights Agreement, dated September 17,
           1998, by and between AMP Incorporated and ChaseMellon Shareholder
           Services L.L.C., as Rights Agent (incorporated by reference to
           Exhibit 51 to Amendment No. 15 to the Solicitation/Recommendation
           Statement on Schedule 14D-9 filed with the Securities Exchange
           Commission on September 18, 1998).