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:





 The following information was posted today on AMP's Intranet: 
  
  
                                   [Logo] 
  
  
                       WHAT THEY'RE SAYING ABOUT AMP 
  
 "If this deal takes place, you will see a dramatic change in the way AMP
 conducts business due to the amount of layoffs required to pay for the huge
 debt generated by this merger. As a result, customer service will suffer,
 and we will be forced to look at other manufacturers to supply our needs in
 the electronics arena. If I had a say in the matter, I would vote 'NO'." --
 A letter from Vice President Operations, cable assembly customer, August
 24, 1998 
  
 "There is a large risk factor. In the near term it [the takeover] is going
 to dilute AlliedSignal's earnings. Investors may not be prepared to wait
 around for the merger to pay off." -- Analyst Jim Samuels, NationsBank
 Montgomery Securities, London Sunday Times, August 9, 1998 
  
 "I think Bob Ripp is the man for the job. I think his sense of urgency is
 refreshing. I believe his attitude can go a long way to make this company
 what it can, and should be." -- Email feedback from an AMP employee
 commenting on the Global Town Meeting, August 24, 1998 
  
 Permission for use of quotations from previously published materials has
 been neither sought nor obtained. 
  
 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.