As filed with the Securities and Exchange Commission on June 23, 1998.
Registration No. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
AlliedSignal Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2640650
(State or other jurisdiction (I.R.S.Employer
of incorporation or organization) Identification Number)
P.O. Box 4000
Morristown, New Jersey 07962-2497
(Address of Principal Executive Offices) (Zip Code)
_____________________________
AlliedSignal Ireland Employees Share Ownership Program
(Full title of the plan)
_____________________________
PETER M. KREINDLER, ESQ.
Senior Vice President, General Counsel and Secretary
AlliedSignal Inc.
101 Columbia Road
Morris Township, New Jersey 07962-2497
(Name and address of agent for service)
(973) 455-2000
(Telephone number, including area code of agent for service)
_______________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered (1) registered share (2) price (2) fee (2)
============================================================================
Common Stock, par
value $1.00 per share (3) 20,000 shares $41.90625 $ 838,125 $ 247.25
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, as amended (the "Act"), this registration statement
also covers an indeterminate amount of interests to be offered or
sold pursuant to the the AlliedSignal Ireland Employees Share
Ownership Program.
(2) Estimated in accordance with Rule 457(h) of the Act, solely
for the purpose of calculating the registration fee based on an
assumed price of $41.90625 per share, the average of the high and
low sales prices of the Common Stock of AlliedSignal Inc. on the
New York Stock Exchange Composite Tape on June 18, 1998.
(3) The shares of common stock being registered consist of shares
to be acquired by the Trustee pursuant to the AlliedSignal Ireland
Employees Share Ownership Program for the account of
participants.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the
AlliedSignal Ireland Employees Share Ownership Program (the
"Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission,
but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by AlliedSignal Inc.
(the "Company") or the Plan with the Commission and are
incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K
for the year ended December 31, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998;
(c) the Company's Current Reports on Form 8-K filed on
January 15, February 2, February 5, February 18, February
23, March 18, April 22, April 28, May 20, May 29 and June
18, 1998;
(d) the description of the Company Common Stock set forth
in Note 18 of Notes to Financial Statements included in
Exhibit 13 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.
All documents filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") after the date of this
registration statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
The Company's consolidated financial statements, incorporated
herein by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1997, have been so
incorporated in reliance on the reports of Price Waterhouse LLP
("Price Waterhouse"), independent accountants, given on the
authority of said firm as experts in auditing and accounting.
With respect to the unaudited consolidated financial
information of the Company for the three month period ended March
31, 1998 incorporated herein by reference, Price Waterhouse
reported that they have applied limited procedures in accordance
with professional standards for a review of such information.
However, their separate report dated April 22, 1998, incorporated
by reference herein, states that they did not audit and they do
not express an opinion on that unaudited consolidated financial
information. Accordingly, the degree of reliance on their report
on such information should be restricted in light of the limited
nature of the review procedures applied. Price Waterhouse is not
subject to the liability provisions of Section 11 of the Act for
their report on the unaudited consolidated financial information
because that report is not a "report" or a "part" of the
registration statement prepared or certified by Price Waterhouse
within the meaning of Sections 7 and 11 of the Act.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Under Article ELEVENTH of the Company's Restated Certificate
of Incorporation, each person who is or was a director or officer
of the Company, and each director or officer of the Company who
serves or served any other enterprise or organization at the
request of the Company, shall be indemnified by the Company to
the full extent permitted by the Delaware General Corporation
Law.
Under such law, to the extent that such a person is successful
on the merits or otherwise in defense of a suit or proceeding
brought against such person by reason of the fact that such
person is or was a director or officer of the Company, or serves
or served any other enterprise or organization at the request of
the Company, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in
connection with such action.
If unsuccessful in defense of a third-party civil suit or a
criminal suit, or if such a suit is settled, such a person shall
be indemnified under such law against both (1) expenses
(including attorneys' fees) and (2) judgments, fines and amounts
paid in settlement if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed
to, the best interests of the Company, and with respect to any
criminal action, had no reasonable cause to believe such person's
conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right
of the Company, or if such suit is settled, such a person shall
be indemnified under such law only against expenses (including
attorneys' fees) actually and reasonably incurred in the defense
or settlement of such suit if such person acted in good faith and
in a manner such person reasonably believed to be in, or not
opposed to, the best interests of the Company except that if such
person is adjudged to be liable in such suit to the Company, such
person cannot be made whole even for expenses unless the court
determines that such person is fairly and reasonably entitled to
indemnity for such expenses.
In addition, the Company maintains directors' and officers'
reimbursement and liability insurance pursuant to standard form
policies. The risks covered by such policies include certain
liabilities under the securities laws.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit
No. Description
______ ____________
4.1 The Company's Restated Certificate of
Incorporation (incorporated by reference to Exhibit
3(i) to the Company's Form 10-Q for the quarter ended
March 31, 1997).
4.2 The Company's By-laws, as amended
(incorporated by reference to Exhibit 3(ii) to the
Company's Form 10-Q for the quarter ended March 31,
1996).
5 Opinion of J. Edward Smith, Esq., with respect to the
legality of the securities being registered hereby.
15 Independent Accountants' Acknowledgment Letter as to
the incorporation of their report relating
to unaudited interim financial information (filed herewith).
23.1 Consent of Price Waterhouse LLP (filed herewith).
23.2 The consent of J. Edward Smith, Esq. is contained in
his opinion filed as Exhibit 5 to this registration
statement.
24 Powers of Attorney (filed herewith).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
the registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
Provided, however, that paragraphs (i) and (ii) above
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any
liability under the Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act, and each filing
of the Plan's annual report pursuant to Section 15(d) of the
Exchange Act, that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of
Morris, State of New Jersey, on the 19th day of June, 1998.
AlliedSignal Inc.
By: /s/ Richard F. Wallman
_________________________
Richard F. Wallman
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
*
____________________________ Director, Chairman of the
(Lawrence A. Bossidy) Board and Chief Executive
Officer
* Director
_____________________________
(Hans W. Becherer)
* Director
_____________________________
(Ann M. Fudge)
* Director
_____________________________
(Paul X. Kelley)
* Director
_____________________________
(Robert P. Luciano)
* Director
_____________________________
(Robert B. Palmer)
* Director
_____________________________
(Russell E. Palmer)
* Director
_____________________________
(Frederic M. Poses)
* Director
_____________________________
(Ivan G. Seidenberg)
* Director
_____________________________
(Andrew C. Sigler)
* Director
_____________________________
(John R. Stafford)
* Director
_____________________________
(Thomas P. Stafford)
* Director
_____________________________
(Robert C. Winters)
* Director
_____________________________
(Henry T. Yang)
/s/ Richard F. Wallman
____________________________ Senior Vice President and June 19, 1998
(Richard F. Wallman) Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Peter M. Kreindler
*By: ______________________
(Peter M. Kreindler, June 19, 1998
Attorney-in-Fact)
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Morris, State of New Jersey, on
the 19th day of June, 1998.
AlliedSignal Ireland Employees Share
Ownership Program
By: /s/ R. Peter Mercer
___________________________
R. Peter Mercer
Vice President, Human Resources
Operations
EXHIBIT INDEX
Exhibit
No. Description Page
_______ ___________ ______
4.1 The Company's Restated Certificate of
Incorporation (incorporated by reference to
Exhibit 3(i) to the Company's Form 10-Q for the
quarter ended March 31, 1997).
4.2 The Company's By-laws, as amended (incorporated
by reference to Exhibit 3(ii) to the Company's
Form 10-Q for the quarter ended March 31, 1996).
5 Opinion of J. Edward Smith, Esq., with respect to the
legality of the securities being registered hereby.
15 Independent Accountants' Acknowledgment Letter as
to the incorporation of their report relating to
unaudited interim financial information (filed
herewith).
23.1 Consent of Price Waterhouse LLP (filed herewith).
23.2 The consent of J. Edward Smith, Esq. is contained in his
opinion filed as Exhibit 5 to this registration statement.
24 Powers of Attorney (filed herewith).
Exhibit 5
AlliedSignal Inc.
Law Department
P.O. Box 2245
Morristown, NJ 07962-2245
June 19, 1998
AlliedSignal Inc.
101 Columbia Road
Morristown, NJ 07962
Ladies and Gentlemen:
As Senior Counsel, Corporate and Finance, of AlliedSignal
Inc., a Delaware corporation (the "Company"), I have examined the
Certificate of Incorporation and Bylaws of the Company as well as
such other documents and proceedings as I have considered
necessary for the purposes of this opinion. I have also examined
and am familiar with the Company's Registration Statement on Form
S-8 (the "Registration Statement") as filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to 20,000 shares of the Company's
Common Stock, par value $1.00 per share (the "Common Shares"),
which may be acquired by the Trustee pursuant to the AlliedSignal
Ireland Employees Share Ownership Program for the account of
participants.
Based upon the foregoing, and having regard to legal
considerations which I deem relevant, I am of the opinion that
the Common Shares are legally issued, fully paid and non-
assessable.
I hereby consent to the inclusion of this opinion letter as
an exhibit to the Registration Statement.
Very truly yours,
/s/ J. Edward Smith
_____________________
J. Edward Smith
Senior Counsel
Corporate and Finance
Exhibit 15
June 23, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that AlliedSignal Inc. has incorporated by
reference our report dated April 22, 1998 (issued
pursuant to the provisions of Statement on Auditing
Standards No. 71) in its Registration Statement on Form
S-8 for the AlliedSignal Ireland Employees Share
Ownership Program to be filed on or about June 23,
1998. We are also aware of our responsibilities under
the Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January
28, 1998, which appears on page 40 of the 1997 Annual Report to
Shareowners of AlliedSignal Inc. (the "Company"), which is
incorporated by reference in the Company's Annual Report on Form
10-K for the year ended December 31, 1997. We also consent to the
reference to us under the heading "Incorporation of Documents by
Reference" in this Registration Statement.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Florham Park, New Jersey
June 23, 1998
Exhibit 24
POWER OF ATTORNEY
I, Lawrence A. Bossidy, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Peter M.
Kreindler, Richard F. Wallman, and Robert F. Friel, each with
power to act without the other and with power of substitution and
resubstitution, as my attorney-in-fact to sign on my behalf in my
capacity as a director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or
post-effective amendment to any registration statement heretofore
or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to
be offered under the Dividend Reinvestment and Share Purchase
Plan of AlliedSignal Inc. and any plan which is a successor
to such plan, granting to each such attorney full power
and authority to perform every act necessary to be done as
fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Lawrence A. Bossidy
--------------------------------
Lawrence A. Bossidy
Dated: April 27, 1998
POWER OF ATTORNEY
I, Hans W. Becherer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on
Form S-3 or other appropriate form for the registration of shares
of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of AlliedSignal Inc. and any
plan which is a successor to such plan, granting to each such
attorney full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Hans W. Becherer
----------------------------
Hans W. Becherer
Dated: April 27, 1998
POWER OF ATTORNEY
I, Ann M. Fudge, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, each
with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for
the registration of shares of the Company's Common Stock
to be offered under the Dividend Reinvestment and Share
Purchase Plan of AlliedSignal Inc. and any plan which is a
successor to such plan, granting to each such attorney full
power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Ann M. Fudge
-------------------------
Ann M. Fudge
Dated: April 27, 1998
POWER OF ATTORNEY
I, Paul X. Kelley, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase
Plan of AlliedSignal Inc. and any plan which is a successor
to such plan, granting to each such attorney full power and
authority to perform every act necessary to be done as
fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Paul X. Kelley
---------------------------
Paul X. Kelley
Dated: April 27, 1998
POWER OF ATTORNEY
I, Robert P. Luciano, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share
Purchase Plan of AlliedSignal Inc. and any plan which is a
successor to such plan, granting to each such attorney
full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Robert P. Luciano
-----------------------------
Robert P. Luciano
Dated: April 27, 1998
POWER OF ATTORNEY
I, Robert B. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form
for the registration of shares of the Company's Common
Stock to be offered under the Dividend Reinvestment and
Share Purchase Plan of AlliedSignal Inc. and any plan which
is a successor to such plan, granting to each such attorney
full power and authority to perform every act necessary
to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Robert B. Palmer
-----------------------------
Robert B. Palmer
Dated: April 27, 1998
POWER OF ATTORNEY
I, Russell E. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of
AlliedSignal Inc. and any plan which is a successor to such
plan, granting to each such attorney full power and authority
to perform every act necessary to be done as fully as I might
do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Russell E. Palmer
-----------------------------
Russell E. Palmer
Dated: April 27, 1998
POWER OF ATTORNEY
I, Frederic M. Poses, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase
Plan of AlliedSignal Inc. and any plan which is a successor
to such plan, granting to each such attorney full power and
authority to perform every act necessary to be done as fully
as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Frederic M. Poses
--------------------------------
Frederic M. Poses
Dated: April 27, 1998
POWER OF ATTORNEY
I, Ivan G. Seidenberg, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase
Plan of AlliedSignal Inc. and any plan which is a successor
to such plan, granting to each such attorney full power and
authority to perform every act necessary to be done as fully
as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Ivan G. Seidenberg
------------------------------
Ivan G. Seidenberg
Dated: April 27, 1998
POWER OF ATTORNEY
I, Andrew C. Sigler, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase
Plan of AlliedSignal Inc. and any plan which is a successor
to such plan, granting to each such attorney full power and
authority to perform every act necessary to be done as fully
as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Andrew C. Sigler
-----------------------------
Andrew C. Sigler
Dated: April 27, 1998
POWER OF ATTORNEY
I, John R. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase
Plan of AlliedSignal Inc. and any plan which is a successor
to such plan, granting to each such attorney full power
and authority to perform every act necessary to be done as
fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ John R. Stafford
------------------------------
John R. Stafford
Dated: April 27, 1998
POWER OF ATTORNEY
I, Thomas P. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase
Plan of AlliedSignal Inc. and any plan which is a successor
to such plan, granting to each such attorney full power and
authority to perform every act necessary to be done as fully
as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Thomas P. Stafford
-------------------------------
Thomas P. Stafford
Dated: April 27, 1998
POWER OF ATTORNEY
I, Robert C. Winters, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase Plan
of AlliedSignal Inc. and any plan which is a successor to such
plan, granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Robert C. Winters
------------------------------
Robert C. Winters
Dated: April 27, 1998
POWER OF ATTORNEY
I, Henry T. Yang, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase
Plan of AlliedSignal Inc. and any plan which is a successor
to such plan, granting to each such attorney full power and
authority to perform every act necessary to be done as fully
as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Henry T. Yang
--------------------------
Henry T. Yang
Dated: April 27, 1998
AlliedSignal Inc.
101 Columbia Road
Morristown, New Jersey 07962
June 23, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: AlliedSignal Inc.
Registration Statement on Form S-8
-----------------------------------
Ladies and Gentlemen:
On behalf of AlliedSignal Inc. (the "Company"), transmitted
herewith via EDGAR pursuant to the Securities Act of 1933 is a
registration statement on Form S-8 with respect to 20,000 shares
of the Company's Common Stock which may be offered under the
AlliedSignal Ireland Employees Share Ownership Program.
The filing fee of $247.25 has been wired to the
Commission's account at Mellon Bank.
If you have any questions or comments regarding the
Registration Statement, please call me at 973-455-2945.
Very truly yours,
/s/ J. Edward Smith
_____________________
J. Edward Smith
Senior Counsel
Corporate and Finance