SC 14D9/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
  
  
                               SCHEDULE 14D-9
                   SOLICITATION/RECOMMENDATION STATEMENT
                    PURSUANT TO SECTION 14(d)(4) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                              (Amendment No.5)
  
  
                              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



      This Amendment No. 5 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 
      --------  -----------

      29        Letter sent by AMP to its retired employees on August 28,
                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 28, 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 
      --------  -----------

      29        Letter sent by AMP to its retired employees on August 28,
                1998.

EX-99

 August 28, 1998 
  
  
 Dear AMP Retiree: 
  
 As you undoubtedly have seen and heard, AlliedSignal is waging a massive
 public relations campaign to try to drum up support for its opportunistic
 $44.50 offer.  I can assure you that their calculated effort to attack AMP
 and its value will not succeed.  Our job, as always, is to stay focused on
 protecting the interests of our shareholders, employees and other
 constituencies, including retirees, and we are confident that we have
 chosen the right course with our strategic plan. 
  
 Many of you have questions about AlliedSignal's tender offer and upcoming
 consent solicitation, and the impact of these events on the AMP shares you
 may own directly or as a participant in the 401(k) plans.  Let me address
 some of these issues: 
  
 AlliedSignal's tender offer has a scheduled expiration date of September
 11, 1998.  In reality, that date has little significance.  The offer is
 subject to numerous conditions -- such as the elimination of AMP's rights
 plan -- and I can assure you that these conditions cannot be met by
 September 11.  AlliedSignal can be expected to extend its offer for a
 substantial period of time, and even shareholders who may ultimately wish
 to consider the offer have no need to tender their shares now. 
  
 AlliedSignal also intends to engage in a consent solicitation, asking AMP
 shareholders to more than double the size of the Board and "pack" the Board
 with 17 AlliedSignal officers and directors.  These AlliedSignal insiders,
 if elected, would constitute a majority of our Board and, not surprisingly,
 would support the AlliedSignal takeover. 
  
 AMP will be conducting an active countersolicitation, asking our
 shareholders to oppose AlliedSignal's solicitation of consents.  Only
 shareholders of record on October 15, 1998 will be eligible to vote, so you
 can expect that this solicitation will not begin in earnest until
 mid-October. 
  
 We believe that AlliedSignal's desire to pack AMP's Board with 17 of its
 own officers and directors is particularly outrageous and would create
 irreconcilable conflicts of interest.  It is hard to imagine a circumstance
 in which AlliedSignal's nominees would want to continue our efforts to
 increase the value of AMP.  It is, after all, in AlliedSignal's own
 interest to pay our shareholders as low a price as possible for their
 shares. 
  
 AMP's Board recently amended our shareholder rights plan in order to
 protect AMP's shareholders, employees and other constituencies, including
 retirees.  AlliedSignal has complained long and loud about this -- just as
 we expected they would -- because the amendments were designed to prevent
 AlliedSignal from buying AMP on the cheap.  The rights plan now provides
 that if AMP's independent directors cease to constitute a majority of the
 Board, the rights plan could not be "redeemed" until November 1999. 
  
 The effect of the rights plan, as amended, is that if AlliedSignal places
 its nominees on AMP's Board, AMP could not be sold until November 1999
 giving AMP the opportunity to realize the benefits of its profit
 improvement plan.  Of course, once AMP has demonstrated the ability to meet
 -- and hopefully beat -- the profit improvement plan, AMP will no longer be
 a bargain purchase opportunity for AlliedSignal, which may well cause it to
 lose interest. 
  
 As evidence of its confidence in the AMP management team and in all of our
 employees -- and in the expected results of our strategic program -- our
 Board also resolved not to adopt a new shareholder rights plan for at least
 6 months following the expiration of our existing plan in November 1999. 
  
 Finally, I want to reiterate what I said about our profit improvement plan
 at our Town Meeting with employees on Monday: we are accelerating its
 implementation with a renewed spirit and an absolute determination to make
 AMP a stronger and more competitive company for all of us. 
  
 I will continue to provide you with regular updates as events develop --
 and you should feel free to contact me with any thoughts or questions you
 may have. 
  
 Our best response to AlliedSignal's opportunistic offer is to really move
 the performance needle.  I am urging employees to direct their energy and
 skills to making AMP the premier company we know it to be.   
  
 For those of you that are shareholders, we urge you not to tender your
 shares to AlliedSignal and we ask you to oppose their solicitation of
 consents. 
  
 These are challenging times for AMP, and I need your support. 
  
  
  
  
 Robert Ripp 
 Chairman and CEO 

 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 and employees of AMP: Richard
 Skaare (Director, Corporate Communication), Douglas Wilburne (Director,
 Investor Relations), Mary Rakoczy (Manager, Shareholder Services), and
 Dorothy J. Hiller (Assistant 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.