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.1) 
  
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                               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) 574-0100
      (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. 1 amends and supplements the
 Solicitation/Recommendation Statement of Schedule 14D-9 dated August 21,
 1998 (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 all of the issued and outstanding 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
 28, 1989, and as amended on September 4, 1992, August 12, 1998 and August
 20, 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, 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.   
  
      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 
      ------    -----------
      20        Letter, dated August 21, 1998, from David F. Henschel,
                Corporate Secretary of AMP Incorporated to Peter M.
                Kreindler, Senior Vice President, General Counsel and
                Secretary of AlliedSignal. 
  
      21        Text of a press release issued by AMP, dated August 21,
                1998. 
  
      22        Text of a press release issued by AMP, dated August 21,
                1998. 

                                    o o o
  
      This document and the exhibits attached hereto may contain certain
 "forward-looking" statements within the meaning of Section 27A of the
 Securities Act of 1933, as amended, and Section 21E of the Exchange Act,
 which are intended to be covered by the safe harbors created thereby.  Such
 statements should be considered as subject to risks and uncertainties that
 exist in AMP's operations and business environment and 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
 is filed as Exhibit 19 to the Schedule 14D-9. 

                                 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:    August 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 
      -------   ------------
  
      20        Letter, dated August 21, 1998, from David F. Henschel,
                Corporate Secretary of AMP Incorporated to Peter M.
                Kreindler, Senior Vice President, General Counsel and
                Secretary of AlliedSignal. 
  
      21        Text of a press release issued by AMP, dated August 21,
                1998. 

      22        Text of a press release issued by AMP, dated August 21,
                1998. 

EX-99

                                                       Exhibit 20
  
 August 21, 1998 
  
  
  
 VIA FACSIMILE AND OVERNIGHT MAIL 
  
 AlliedSignal Inc. 
 101 Columbia Road 
 Morristown, NJ 07962 
  
 Attention:  Peter M. Kreindler, Esq., 
             Senior Vice President, 
             General Counsel and Secretary 
  
 Dear Mr. Kreindler: 
  
 By letter dated August 11, 1998, AlliedSignal Inc. ("AlliedSignal"), the
 beneficial owner of 100 shares of common stock of AMP Incorporated ("AMP"),
 acting through the record owner of such shares, requested AMP's Board of
 Directors, in accordance with Section 1.7.2 of AMP's Bylaws, to set a
 record date in connection with AlliedSignal's intended solicitation of
 written consents from AMP's shareholders. 
  
 Section 1.7.2 of AMP's Bylaws requires the Board, within ten days after the
 receipt of such a request, to adopt a resolution fixing a record date.   
  
 In accordance with such Bylaw, on August 20, 1998 the Board adopted a
 resolution fixing October 15, 1998 as the record date.  AMP's Board of
 Directors believes that AlliedSignal's intended consent solicitation will
 place AMP and its shareholders in a position of making extremely important
 decisions.  In making its determination with respect to the record date,
 the  Board is seeking to ensure that adequate information is available
 before such decisions are made.  In addition, the October 15, 1998 record  
  
 date provides AMP with sufficient time to comply with the broker search
 card requirements of Rule 14a-13 under the Securities Exchange Act of 1934,
 as amended. 
  
 Very truly yours, 
  
  

 /s/ David F. Henschel
- ---------------------------------  
 David F. Henschel 
 Corporate Secretary and 
 Associate General Legal Counsel

EX-99

                                                                 Exhibit 21 
  
 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 BOARD OF DIRECTORS SETS RECORD DATE FOR 
 ALLIEDSIGNAL CONSENT SOLICITATION 
  
 HARRISBURG, Pennsylvania (August 21, 1998)   AMP Incorporated (NYSE: AMP)
 today announced that its Board of Directors has set an October 15, 1998
 record date in connection with AlliedSignal, Inc.'s (NYSE: ALD) intended
 solicitation of written consents from AMP shareholders.  Shareholders of
 record on that date will be eligible to execute consents and revocations. 
 In its consent solicitation, AlliedSignal will attempt, among other things,
 to more than double the size of the AMP Board of Directors from 11 to 28
 members and to elect 17 of its own executive officers and directors to
 constitute a majority of the AMP Board. 
  
 The Company noted that its Board believes that AlliedSignal's intended
 consent solicitation will place AMP's shareholders in a position of making
 extremely important decisions.  The Board selected October 15 to ensure
 that shareholders will have adequate information and sufficient time before
 such decisions are made.  
  
 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 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),
 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 of AMP: Richard Skaare (Director, Corporate Communication),
 Douglas Wilburne (Director, Investor Relations) and Mary Rakoczy (Manager,
 Shareholder Services).  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") to act as
 its financial advisor in connection with the AlliedSignal Offer, for which
 CSFB will receive customary fees, as well as reimbursement of reasonable
 out-of-pocket expenses.  In addition, AMP has agreed to indemnify CSFB and
 certain related persons against certain liabilities, including certain
 liabilities under the federal securities laws, arising out of its
 engagement.  CSFB is an investment banking firm that provides a full range
 of financial services for institutional and individual clients.  CSFB does
 not admit 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 CSFB.  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 the normal course of its business, CSFB
 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
 and its associates 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 August 19, 1998, CSFB had a net long position of 124,466
 shares of AMP common stock. 
  
  

EX-99

                                                             Exhibit 22

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 RESPONDS TO ALLIEDSIGNAL

HARRISBURG, Pennsylvania (August 21, 1998) - AMP Incorporated (NYSE: AMP)
chairman and chief executive officer Robert Ripp today gave the following
statement in response to AlliedSignal's announcement:

"Although I am not surprised by AlliedSignal's response to our rejection of
its opportunistic, inadequate offer for AMP, I am disappointed by Mr.
Bossidy's strident and entirely inappropriate rhetoric. In any event, the
Board and management of AMP are undeterred in our determination to deliver
to our shareholders and all of our constituencies the significant benefits
of our profit improvement plan."

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.

                                   # # #

                                  - more -

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),
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 of AMP: Richard Skaare (Director, Corporate Communication),
Douglas Wilburne (Director, Investor Relations) and Mary Rakoczy (Manager,
Shareholder Services). 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") to act as
its financial advisor in connection with the AlliedSignal Offer, for which
CSFB will receive customary fees, as well as reimbursement of reasonable
out-of-pocket expenses. In addition, AMP has agreed to indemnify CSFB and
certain related persons against certain liabilities, including certain
liabilities under the federal securities laws, arising out of its
engagement. CSFB is an investment banking firm that provides a full range
of financial services for institutional and individual clients. CSFB does
not admit 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 CSFB. 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 the normal course of its business, CSFB
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
and its associates 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 August 19, 1998, CSFB had a net long position of 124,466
shares of AMP common stock.