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.3) 
 
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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. 3 amends and supplements the Solicitation/
 Recommendation Statement of 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 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 
  
        26           Text of a press release issued by AMP, dated August 24,
                     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 25, 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 
  
          26         Text of a press release issued by AMP, dated August 24,
                     1998. 

EX-99

                                                           Exhibit 26

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'S LITIGATION THREATS

HARRISBURG, PA, (August 24, 1998) -- AMP Incorporated (NYSE: AMP) today
responded to AlliedSignal's announcement that it would request the court to
reverse the amendments to AMP's shareholder rights plan.

Robert Ripp, chairman of the board and chief executive officer of AMP,
said, "AlliedSignal's threatened claims are without merit and we will
continue to vigorously defend ourselves against AlliedSignal's allegations.
AMP's shareholder rights plan was amended by the Board to better protect
the interests of AMP and our relevant constituencies, including our
shareholders, in light of AlliedSignal's offer. The Board's actions were
necessary and legally valid. We believe that the implementation of our
profit improvement plan will provide our shareholders with greater value
than AlliedSignal's bargain basement offer."

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),
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 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.