SCHEDULE 14A  
                               (RULE 14A-101) 
  
                          SCHEDULE 14A INFORMATION 
  
 PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
 1934 
                           (AMENDMENT NO.      ) 
  
 Filed by the Registrant {X} 
  
 Filed by a Party other than the Registrant {   } 
  
 Check the appropriate box: 
  
 {  } Preliminary Proxy Statement  
 {  } Confidential, For Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2)) 
 {  } Definitive Proxy Statement  
 {  } Definitive Additional Materials 
 {X } Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 
  
                              AMP INCORPORATED 
                        ---------------------------- 
              (Name of Registrant as specified in its charter) 
  
                        ---------------------------- 
    (Name of person(s) filing proxy statement, if other than Registrant) 
  
 Payment of Filing  Fee (Check the appropriate box): 
  
 {X}  No fee required. 
  
 {  } Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-
      11. 
  
      (1)  Title of each class of securities to which transaction applies: 
      (2)  Aggregate number of securities to which transaction applies: 
      (3)  Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule 0-11: 
      (4)  Proposed maximum aggregate value of transactions: 
      (5)  Total fee paid. 
  
 _____ 
 {  } Fee paid previously with preliminary materials. 
 {  } Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee
      was paid previously.  Identify the previous filing by registration
      statement number, or the Form or Schedule and the date of its filing. 
  
      (1)  Amount Previously Paid: 
      (2)  Form, Schedule or Registration Statement No.: 
      (3)  Filing Party: 
      (4)  Date Filed:



 FOR IMMEDIATE  RELEASE 
  
 Contacts: 
 Richard Skaare                          Dan Katcher / Joele Frank 
 AMP Corporate Communication             Abernathy MacGregor Frank 
 717/592-2323                            212/371-5999 
  
 Doug Wilburne 
 AMP Investor Relations 
 717/592-4965 
  
  
                   AMP WILL NOT PURSUE LEGISLATIVE INITIATIVE
  
 HARRISBURG, Pennsylvania (November 9, 1998) -- AMP Incorporated (NYSE: AMP)
 commented today that it will not pursue any legislative initiatives in
 connection with AlliedSignal's hostile takeover attempt.  AMP previously
 had sponsored targeted legislation to provide for an orderly shareholder
 vote on the important matter of the change of control of a corporation. 
 Two bills, one in the Senate and one in the House, were passed, but the
 legislature recessed last month and neither bill was enacted into law. 
  
 AMP is continuing to focus its efforts on the successful implementation of
 its Profit Improvement Plan.  In addition, AMP will be communicating to all
 shareholders about the Company's improved performance and concerning
 AlliedSignal's continuing efforts to place its irreconcilably conflicted
 directors and officers on AMP's Board of Directors. 
  
 Bob Ripp, chairman and chief executive officer of AMP, said, "While I want
 to thank Governor Ridge, Pennsylvania legislators, community leaders, and
 especially the AMP employees for their support, at this time we believe
 that AMP's interests are best served by directing all of our efforts toward
 the bottom line and demonstrating that AMP is worth more than $44.50." 
  
 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 47,000 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 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 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 (Communications 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 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 25, 1998,
 DLJ held no shares of AMP common stock for its own account and CSFB had a
 net long position of 132,266 shares of AMP common stock.