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.24)


                              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) 564-0100
    (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.24 amends and supplements the
Solicitation/Recommendation Statement on 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 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 25, 1989, and as
amended on September 4, 1992, August 12, 1998, August 20, 1998 and
September 17, 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, as amended, upon the
terms and subject to the conditions set forth in the Offer to Purchase,
dated August 10, 1998, and as amended on September 14, 1998 and September
21, 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
      --------    -----------

      83          Text of a newspaper advertisement published by AMP
                  on October 6, 1998.


                                o  o  o 


      This document and the exhibits attached hereto contain 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, a copy of which was also filed as Exhibit 19
to the Schedule 14D-9 filed with the Securities and Exchange Commission. 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 offers
and whose numbers will have been reduced as a result of these initiatives.



                                 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:  October 6, 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
      --------    -----------

      83          Text of a newspaper advertisement published by AMP
                  on October 6, 1998.

EX-99

                                 SAVE JOBS 
                              IN PENNSYLVANIA 
  
                       AMP IS ASKING THE PENNSYLVANIA 
                     GENERAL ASSEMBLY TO PASS A MEASURE 
                  THAT IS CONSISTENT WITH PROPER CORPORATE 
                       GOVERNANCE AND SERVES THE BEST 
                         INTERESTS OF PENNSYLVANIA. 
  
  
 WHY? It may save thousands of jobs in Pennsylvania at no cost to taxpayers. 
  
 WHY? It will provide a level playing field for AMP with other major
      Pennsylvania corporations. 
  
 WHY? It will permit a reasonable period of time for AMP's Profit
      Improvement Plan to demonstrate performance. 
  
 WHY? It will prevent coercive use of the consent process for corporate
      intimidation - exactly what AlliedSignal is doing. 
  
 NOTE:     AlliedSignal has even greater protections for itself: 
  
           Its shareholders can not use the consent process at all. 
           Its Board can not be replaced at a single annual meeting. 
  
                     KEEP AMP CONNECTED IN PENNSYLVANIA 
  
                                                            October 6, 1998 
  
  
                                                                  [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 Busi-nesses), 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 Presi-dent, 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 (Communica-tions 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 25, 1998,
 DLJ held no shares of AMP common stock for its own account and CSFB had a
 net long position of 132,266 shares of AMP common stock.