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} 
  
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 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) 
  
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           pursuant to Exchange Act Rule 0-11: 
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      (4)  Date Filed: 



  
                                 AMP Letterhead
  
  
  
                                         September 1, 1998 
  
  
 Dear Fellow Shareholder: 
  
           Your Board of Directors, after carefully considering
 AlliedSignal's unsolicited offer, recommends that you REJECT THIS OFFER AND
 NOT TENDER ANY OF YOUR SHARES.  We are confident that the path to greater
 value is through AMP's carefully designed profit improvement program.  This
 strategic plan, which was first announced this past June, is now being
 implemented on an accelerated basis.  We look forward to discussing this
 with you in the coming weeks and months. 
  
           IN THE MEANTIME, YOU DO NOT NEED TO TAKE ANY ACTION NOW -- AND,
 MOST IMPORTANTLY, YOU DO NOT NEED TO TENDER ANY OF YOUR SHARES. 
  
           AlliedSignal has selected September 11 as the initial expiration
 date for its offer.  In reality, that date has little significance.  The
 AlliedSignal offer has numerous conditions that are unsatisfied and will
 remain unsatisfied on September 11.  IT IS ENTIRELY CLEAR THAT ALLIEDSIGNAL
 WILL NOT PURCHASE A SINGLE SHARE WHEN SEPTEMBER 11 HAS COME AND GONE.  All
 they will do is announce that they are extending their offer until sometime
 in the future. 
  
           THERE IS NO NEED FOR YOU TO TAKE ANY ACTION NOW and don't let
 AlliedSignal or its agents try to tell you otherwise. 
  
           On behalf of AMP's Board of Directors and management, I give you
 our pledge that we will continue to do everything possible to protect the
 interests of AMP's relevant constituencies, including its shareholders. 
  
           We appreciate your continued support. 
  
                               Sincerely, 
  
                               /s/ Robert Ripp 
                               ----------------------------------------
                               Robert Ripp 
                               Chairman and Chief Executive Officer

  
  
              IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE
                 IN WITHDRAWING ANY SHARES YOU MAY HAVE TENDERED,
                                   PLEASE CALL:
  
                           INNISFREE M&A INCORPORATED
                         CALL TOLL FREE: (888) 750-5834
                 BANKS AND BROKERS CALL COLLECT: (212) 750-5833
  
  
  
 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.