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:




 ATTENTION AMP SHAREHOLDERS 
  
  
       AMP'S PROFIT IMPROVEMENT PLAN IS IN PLACE AND ALREADY WORKING. 
            IN FACT, IT'S WORKING SO WELL AND WE'RE SO CONFIDENT 
           ABOUT AMP'S FUTURE THAT WE'RE MAKING A "DOWN PAYMENT" 
               TO AMP SHAREHOLDERS   AND WE'RE DOING IT NOW. 
  
                  AMP WILL SHORTLY BEGIN A SELF-TENDER AT 
  
                                   $55.00 
  
                           PER SHARE IN CASH FOR 
                       30 MILLION SHARES OF AMP STOCK 
  
             WE SAID WE DELIVER VALUE   AND WE'RE DOING IT NOW. 
        WITH OUR PROFIT IMPROVEMENT PLAN, WE ARE CONFIDENT THERE IS 
                                MORE TO COME. 
  
 DON'T let AlliedSignal capture AMP's future for the benefit of its own
 shareholders. 
  
 DON'T tender into AlliedSignal's  $44.50 partial offer of 20 million
 shares.  If you have tendered, you can still withdraw your shares if you
 act promptly. 
  
 DON'T consent to AlliedSignal's six proposals. 
  
                                                         September 29, 1998 
  
                                 IMPORTANT 
    IF YOU HAVE ANY QUESTIONS OR NEED FURTHER INFORMATION, PLEASE CALL: 
  
                                 INNISFREE 
                             M&A INCORPORATED 
  
 CALL TOLL FREE: (888) 750-5834 o BANKS AND BROKERS CALL COLLECT: 
 (212) 750-5833
 
                                                                [AMP LOGO] 
  
  
 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: Merrill
 A. Yohe, Jr. (Vice President, Public Affairs), Richard Skaare (Director,
 Corporate Communication), Douglas Wilburne (Director, Investor Relations),
 Suzanne Yenchko (Director, State Government Relations), Mary Rakoczy
 (Manager, Shareholder Services), Dorothy J. Hiller (Assistant Manager,
 Shareholder Services), Melissa E. Witsil (Communications Assistant) and
 Janine M. Porr (Executive Secretary). 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") and
 Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") to act as its
 financial advisors in connection with the AlliedSignal Offer, for which
 CSFB and DLJ will receive customary fees, as well as reimbursement of
 reasonable out-of-pocket expenses. In addition, AMP has agreed to indemnify
 CSFB, DLJ and certain related persons against certain liabilities,
 including certain liabilities under the federal securities laws, arising
 out of their engagement. CSFB and DLJ are investment banking firms that
 provide a full range of financial services for institutional and individual
 clients. Neither CSFB nor DLJ admits that it or any of its directors,
 officers or employees is a "participant" as defined in Schedule 14A
 promulgated under the Securities Ex-change Act of 1934, as amended, in the
 solicitation, or that Schedule 14A requires the disclosure of certain
 information concerning either CSFB or DLJ.  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 connection with DLJ's role as financial advisor to AMP, DLJ and
 the following investment banking employees of DLJ may communicate in
 person, by telephone or otherwise with a limited number of institutions,
 brokers or other persons who are stockholders of AMP: Douglas V. Brown and
 Herald L. Ritch.  In the normal course of its business, each of CSFB and
 DLJ 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, DLJ or the associates of either of them 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 September 11, 1998,
 DLJ held no shares of AMP common stock for its own account and CSFB had a
 net long position of 103,966 shares of AMP common stock. 
  
 This advertisement contains certain "forward-looking" statements which AMP
 believes are within the meaning of Section 27A of the Securities Act of
 1933 and Section 21E of the Securities Exchange Act of 1934.  The safe
 harbors intended to be created thereby are not available to statements made
 in connection with a tender offer and AMP is not aware of any judicial
 determination as to the applicability of such safe harbor to
 forward-looking statements made in proxy solicitation materials when there
 is a simultaneous tender offer.  However, shareholders should be aware that
 any such forward-looking statements should be considered as subject to the
 risks and uncertainties that exist in AMP's operations and business
 environment which 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.  In addition, the realization of the benefits anticipated from
 the strategic initiatives will be dependent, in part, on management's
 ability to execute its business plans and to motivate properly the AMP
 employees, whose attention may have been distracted by AlliedSignal's
 tender offer and whose numbers will have been reduced as a result of these
 initiatives.