SC 13E4/A

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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
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                               SCHEDULE 13E-4
                       ISSUER TENDER OFFER STATEMENT
   (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
                             (AMENDMENT NO. 7)
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                              AMP INCORPORATED
                              (NAME OF ISSUER)
  
                              AMP INCORPORATED
                    (NAME OF PERSON(S) FILING STATEMENT)
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                      COMMON STOCK, WITHOUT PAR VALUE
          (INCLUDING THE 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 NOTICES AND COMMUNICATIONS
                ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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                                  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
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                              OCTOBER 9, 1998
   (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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     This Amendment No. 7 amends and supplements the Issuer Tender Offer
 Statement on Schedule 13E-4 dated October 9, 1998, as amended (the
 "Schedule 13E-4"), filed by AMP Incorporated, a Pennsylvania corporation
 (the "Company"), in connection with AMP's offer to purchase up to
 30,000,000 shares of its common stock, without par value (the "Shares"),
 including the associated common stock purchase rights (the "Rights"), at a
 price of $55 per Share, net to the seller in cash, upon the terms and
 subject to the conditions set forth in the Offer to Purchase, dated
 October 9, 1998 (the "Offer to Purchase"), the supplement thereto, dated
 November 16, 1998 (the "Supplement"), and the related Letter of
 Transmittal (which together with the Offer to Purchase, as amended and
 supplemented by the Supplement, and any subsequent amendments or
 supplements to the Letter of Transmittal and the Offer to Purchase, shall
 constitute the "Offer"). A copy of the Offer to Purchase is filed with the
 Securities and Exchange Commission as Exhibit (a)(1) to the Schedule 13E-4
 and copies of the Supplement and the accompanying Letter of Transmittal
 are filed with the Securities and Exchange Commission as Exhibits (a)(10)
 and (a)(11), respectively, to Amendment No. 5 to the Schedule 13E-4.
  
     Unless otherwise indicated, all defined terms used herein shall have
 the same meaning as those set forth in the Offer to Purchase, as the same
 may be amended and supplemented from time to time.
  
 ITEM 3.   PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER. 
  
     Item 3 paragraphs (a)-(j) is hereby amended by supplementing the
 description set forth in ''Section 7. Background and Purpose of the Offer;
 Certain Effects of the Offer'' of the Offer to Purchase, which is
 incorporated herein by reference, by adding the following paragraph at the
 end of the text set forth in such section under the caption entitled
 "Litigation":
  
     On November 18, 1998, the District Court granted the Company's motion
 for partial summary judgment with respect to Count Four of the Company's
 Amended Complaint and ruled that the shares of the Company's common stock
 acquired by AlliedSignal are "control shares" as such term is defined in
 Subchapter G of Chapter 25 of the Pennsylvania Business Corporation Law.
 As a result, the Court issued an order enjoining AlliedSignal from voting
 any of the Company's common stock owned by AlliedSignal unless and until
 AlliedSignal's voting rights are restored under Section 2564 of Subchapter
 G.
  
 ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS.  
  
  Item            Description
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 (c)(23)   Form of Press Release issued by the Company dated November 18,
           1998.
  
  

                                 SIGNATURE
  
     After due 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.
  
                                       AMP Incorporated  
                                   
                                
                                       By: /s/ Robert Ripp   
                                          ------------------------------
                                       Name:   Robert Ripp  
                                       Title:  Chairman and  
                                                 Chief Executive Officer 
     
  
 Dated: November 18, 1998 



                             INDEX TO EXHIBITS  
  
  
   Item    Description
   ----    -----------

  (c)(23)  Form of Press Release issued by the Company dated November 18,
           1998. 
 

EX-99

                                                               EXHIBIT (c)(23)
 

 FOR IMMEDIATE  RELEASE 
  
 Contacts: 
 Richard Skaare                     Josh Silverman / Joele Frank 
 AMP Corporate Communication        Abernathy MacGregor Frank
 717/592-2323                       212/371-5999 
  
 Doug Wilburne 
 AMP Investor Relations 
 717/592-4965 
  
  
                ALLIEDSIGNAL BARRED FROM VOTING AMP SHARES 
  
  
 HARRISBURG, Pennsylvania (November 18, 1998) - AMP Incorporated (NYSE: AMP)
 released the following statement in response to the issuance of an order
 today by the United States District Court for the Eastern District of
 Pennsylvania that enjoined AlliedSignal from voting any AMP shares it owns
 in its consent solicitation.  The Court determined that AlliedSignal's
 voting of its AMP shares would constitute a violation of Pennsylvania's
 Control-Share Acquisitions statute. 
  
 "We are very pleased with the Court's decision.  Once again, AMP's position
 that AlliedSignal has been trying to circumvent the protective provisions
 of the Pennsylvania statute has been vindicated." 
  
 Headquartered in Harrisburg, PA, AMP is the world's leading manufacturer of
 electrical, electronic, fiber-optic and wireless interconnection devices
 and systems.  The Company has 47,000 employees in 53 countries serving
 customers in the automotive, computer, communications, consumer, industrial
 and power industries.  AMP sales reached $5.75 billion in 1997. 
  
                                 # # # 
  
 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), John E. Gurski (Corporate Vice
 President, Administration), David F. Henschel (General Counsel and
 Corporate Secretary), John H. Kegel (Corporate Vice President,
 Asia/Pacific), Mark E. Lang (Corporate Controller), Philippe Lemaitre
 (Corporate Vice President, Global Multi-Media Business Group, Chief
 Technology Officer), Joseph C. Overbaugh (Corporate Treasurer), Nazario
 Proietto (Corporate Vice President, Regional Business Development Group);
 and the following other members of management and employees of AMP: Richard
 Skaare (Director, Corporate Communication), Douglas Wilburne (Director,
 Investor Relations), Suzanne Yenchko (Director, State Government
 Relations), Mary Rakoczy (Manager, Shareholder Services), DJ Hiller
 (Assistant Manager, Shareholder Services), Melissa E. Witsil
 (Communications Assistant) and Janine M. Porr (Senior Executive Assistant).
 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
 fi nancial 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 Exchange 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 November 13, 1998,
 DLJ held no shares of AMP common stock for its own account and CSFB had a
 net long position of 158,783 shares of AMP common stock.