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