SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            SCHEDULE 14A INFORMATION

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                             AMP INCORPORATED
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                (Name of Registrant as Specified In Its Charter)

                             ALLIEDSIGNAL INC.
                        PMA ACQUISITION CORPORATION
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                 Preliminary Copy -- Subject to Completion







                      TERMINALS & CONNECTORS INDUSTRY



           SALES BY INDUSTRY                        SALES BY REGION
- -------------------------------------  --------------------------------------
[PIE GRAPH SHOWING SALES BY INDUSTRY]   [PIE GRAPH SHOWING SALES BY REGION]

   INDUSTRIAL & CONSUMER - 45%             NORTH AMERICA - 38%

   COMPUTER/PERIPHERALS - 25%              ASIA - 30%

   TELECOM - 15%                           EUROPE - 26%

   AUTOMOTIVE - 15%                        ROW - 6%

                $25B MARKET -- 9% 5 YEAR AVERAGE GROWTH RATE

               - VALUE ADDED MARKET AN ADDITIONAL $25B - $30B

                   ATTRACTIVE MARKET, DIVERSE AND GLOBAL





AMP'S SHARE OF T&C SALES [BAR GRAPH SHOWING EACH COMPANY'S SHARE OF TERMINAL AND CONNECTOR SALES] AMP 20% Molex 6% Framatome 4% Berg 3% Thomas & Betts 3% Amphenol 3% 3M 3% +1200 Others 58% LEADING GLOBAL POSITION IN FRAGMENTED MARKET

WORLDWIDE T&C DEMAND REGION OF THE WORLD 1998 SALES 2002 SALES CAGR - ---------------------- --------------- ----------------- --------------- N. America $9.5B $13B 8.5% Europe $6.6B $8B 4.9% Japan $4.6B $5B 4.0% Asia/Pacific $2.6B $4B 9.1% ROW $1.3B $2B 8.0% - ---------------------- --------------- ----------------- --------------- Total $25B $32B 6.8% SOURCES OF GROWTH * Telecommunications * Digital Television * Internet * Medical Electronics * PC's and Peripherals * Smart Homes & Appliances * Automotive Electronics MULTI-FACETED ELECTRONICS APPLICATIONS DRIVE GROWTH

AMP OVERVIEW SALES BY INDUSTRY SALES BY REGION BUSINESSES ----------------- --------------- ---------- [PIE GRAPH SHOWING [PIE GRAPH SHOWING Electrical Connection SALES BY INDUSTRY] SALES BY REGION] Devices for the Following Industries: Consumer & Industrial $1.6B Americas 50% * Consumer & Industrial Automotive $1.4B Europe 30% * Telecommunications Telecom $1.4B Asia/Pacific 20% * Automotive Personal Computer $1.0B * Personal Computers 1998 STATISTICS STRENGTHS --------------- --------- Sales $5.4B * Leading Market Position Op. Margins ~9% * Global EPS $1.50 * Diverse Markets Market Cap ~6.5B * Strong Technical Capabilities WORLD'S LEADING MANUFACTURER OF ELECTRICAL & ELECTRONIC CONNECTION DEVICES

AMP PERFORMANCE OPERATING MARGIN CAGR - ---------------------------------------- -------------------------------------- [BAR GRAPH SHOWING SALES OF $3.1B, [BAR GRAPH SHOWING THE NUMBER OF $5.2B, $5.2B & $5.4B FOR 1991, 1995 AND EMPLOYEES AND SALES PER EMPLOYEE IN 1998, RESPECTIVELY. LINE GRAPH SHOWING 1991 AND 1998.] A 15.2% OPERATING MARGIN IN 1991 AS 1991 1998 COMPARED TO A 9.4% OPERATING MARGIN IN ---- ---- 1998.] Number of Employees 29,900 46,500 Sales per Employee $117K $124K [LINE GRAPH SHOWING A 1% CAGR FROM 1991 THROUGH 1998] STRENGTHS EPS - ---------------------------------------- -------------------------------------- * Market Position [LINE GRAPH SHOWING EPS of $1.22, $1.38, $1.76, $1.76, $2.12, $1.89, $2.13 AND $1.46 IN 1991, 1992, * Technology Leader 1993, 1994, 1995, 1996, 1997 AND 1998 (EXPECTED), RESPECTIVELY] * Global * Breadth of Products & Applications STRENGTHS NOT LEVERAGED; ERRATIC EARNINGS

COMPARATIVE RETURNS RETURN ON INVESTMENT SINCE DECEMBER 1990 [LINE GRAPH COMPARING ALD'S COMPARATIVE RETURNS VERSUS THE COMPARATIVE RETURNS OF THE S&P 500 AND AMP'S COMPARATIVE RETURNS FOR THE PERIOD FROM DECEMBER 1990 THROUGH JUNE 1998. OVER THIS PERIOD, ALD'S COMPARATIVE RETURNS HAVE INCREASED 668% WHILE THE COMPARATIVE RETURNS OF THE S&P 500 AND AMP HAVE INCREASED 316% AND 91%, RESPECTIVELY.] GROSS UNDERPERFORMANCE

AMP'S FAILED PROJECTIONS 1993 1994 1996 1998 ---- ---- ---- ---- VISION 2000 FORECASTS RESTRUCTURING RESTRUCTURING SALES $10B 18-20% $195M FORECAST 17% BY 2000 MARGINS CHARGE MARGIN FOR 2001 [LINE GRAPH SHOWING SALES OF $3.4B, $4.0B, $5.2B, $5.5B, $5.7B AND $5.4B AND OPERATING MARGINS OF 15.2%, 16.1%, 14.7%, 12.1%, 12.9% AND 9.4%, BOTH IN 1993, 1994, 1995, 1996, 1997 AND 1998 (EXPECTED), RESPECTIVELY.] NOT LIVING UP TO PROMISES

AMP OPPORTUNITIES PEER REVENUE COMPARISON PEER GROUP MARGINS - ------------------------ --------------------------- (1998 PROJECTED GROWTH AS 1994 1998 CHANGE OF JULY, 1998) ---- ---- ------ AMP 16.1% 9.4% (6.7 pts) Peer Avg. 12.1% 14.6% +2.5 pts Amphenol 15.0% 17.0% +2.0 pts Molex 16.3% 16.3% -- Thomas & Betts 9.4% 12.5% +3.1 pts Berg 7.8% 12.6% +4.8 pts [BAR GRAPH SHOWING A COMPARISON OF AMP'S PROJECTED 1998 GROWTH, AS OF JULY, 1998, WITH THOSE OF OTHER COMPANIES) AMP -5.8% Amphenol 3% Berg 5% Molex 6% Thomas & Betts 8% Peer Avg. 5.5% UNDERPERFORMING ITS PEERS

ALLIEDSIGNAL PERFORMANCE [BAR GRAPH SHOWING SALES OF $11.8B, [BAR GRAPH SHOWING 105,800 AND $14.4B, $15.3B FOR 1991, 1995 AND 77,000 EMPLOYEES IN 1991 AND 1998, 1998, RESPECTIVELY. LINE GRAPH SHOWING RESPECTIVELY, AND SALES PER EMPLOYEE AN OPERATING MARGIN OF 4.7% AS OF $117K AND $200K IN 1991 AND COMPARED TO 13% IN 1991 AND 1998, 1998, RESPECTIVELY. LINE GRAPH SHOWING RESPECTIVELY.] A 7% CAGR FOR THE PERIOD FROM 1991 TO 1998.] STRENGTHS - ---------------------------------- [LINE GRAPH SHOWING EPS OF * COST PRODUCTIVITY $0.93, $1.14, $1.32, $1.52, $1.76, $2.02 * SIX SIGMA AND $2.33 IN 1991, 1992, 1993, 1994, * STRONG MANAGEMENT 1995, 1996, 1997 AND 1998 * DRIVEN CULTURE (EXPECTED), RESPECTIVELY, AND * CONSISTENCY HIGHLIGHTING 26 QUARTERS OF 14% OR MORE GROWTH OVERALL.] SIGNIFICANT ACHIEVEMENTS, BUT JUST GETTING STARTED

ALD'S OPERATING MARGIN EXPANSION [HIGHLIGHTED TEXT SHOWING AN OPERATING MARGIN OF 4.7% IN 1991 AS COMPARED TO AN OPERATING MARGIN OF 13% IN 1998] [CAPABILITIES] CULTURE PRODUCTIVITY QUALITY GROWTH - ------------------------------------------------------------------------------- * Total Quality * Material * Six Sigma * Product Excellence Deployment Commercialization * Management * Operational * Customer * Customer Upgrades Excellence Excellence Integration * Process Focused * Technical * Supplier * Services Excellence Development * Disciplined * Portfolio Metrics Migration * Education & Training - ------------------------------------------------------------------------------ ALD'S ROADMAP CAN ALSO HELP AMP SUCCEED

AGGRESSIVE SIX SIGMA DEPLOYMENT [BAR GRAPH SHOWING 0, 1,420, 2,073 AND 4,000 GREEN/YELLOWBELTS AND 450, 765, 1,435 AND 2,000 BLACKBELTS IN 1995, 1996, 1997 AND 1998, RESPECTIVELY.] BLACKBELTS GREEN/YELLOWBELTS RESULTS - ---------- ----------------- ------- * 6 MONTHS TRAINING * UP TO 1 MONTH * $2B SAVED SINCE `92 * FULL TIME * OPERATIONAL LEVEL * 1.8 SIGMA INCREASE * MASTERS OF DEFECT * PROFICIENT IN TOOLS ELIMINATION MAJOR INVESTMENT IN TRAINING, HUGE RESULTS

ALD BUSINESS TURNAROUNDS AEROSPACE - APU'S BUSINESS CONDITION PRE-RESTRUCTURING FINANCIALS -- 1992 - 1998 - --------------------------------------- -------------------------------------- * TECHNICALLY "AGED" PRODUCTS [BAR GRAPH SHOWING SALES OF $330M AND * POOR PRODUCT RELIABILITY $720M IN 1992 AND 1998, RESPECTIVELY, * LOSING MARKET SHARE A 120% INCREASE SALES FROM 1992 AND * ZERO OPERATING MARGIN WITH 72% 1998 AND A 13 POINT INCREASE IN MARKET SHARE OPERATING MARGINS FROM 1992 TO 1998]. Market Share 72% 75% ACTIONS TAKEN - ---------------------------------------- * INVESTED $150M+ IN NEW PRODUCTS * SIMPLIFIED PRODUCT LINES TO REDUCE COMPLEXITY AND INVENTORY * RESTRUCTURED SALES AND MARKETING * EFFORTS * IMPROVED AFTERMARKET SERVICE REVITALIZED A MARKET LEADER

ALD BUSINESS TURNAROUNDS AUTOMOTIVE TURBOCHARGERS BUSINESS CONDITION PRE-STRUCTURING FINANCIALS -- 1992 - 1998 - --------------------------------------- ------------------------------------- * PRODUCT BECOMING COMMODITIZED [BAR GRAPH SHOWING SALES OF $405M AND * HIGH MANUFACTURING COSTS $950 IN 1992 AND 1998, RESPECTIVELY, A * MOST COMPONENTS MADE IN-HOUSE 130% INCREASE IN SALES FROM 1992 TO 1998 AND A 10 POINT INCREASE IN OPERATING MARGINS FROM 1992 TO 1998]. Market Share 39% 51% ACTIONS TAKEN - ---------------------------------------- * RATIONALIZED MANUFACTURING FACILITIES * ESTABLISHED MANUFACTURING AND TECHNICAL CENTERS IN ASIA * OUTSOURCED NON-CRITICAL PARTS TO LOWER COSTS SUPPLIERS * INTRODUCED NEW TECHNOLOGY AND FAMILY OF PRODUCTS - ---------------------------------------- EXPANDED MARKET SHARE THROUGH INNOVATION AND PRODUCTIVITY

CREATING A HIGH PERFORMANCE CULTURE * COMMON VALUES * CLEAR GOALS -- FOR ALL TO KNOW * DISCIPLINED PROCESSES TO DRIVE PERFORMANCE (STRATEGY, OPERATIONS, PEOPLE) * PEOPLE AS A COMPETITIVE EDGE * FOCUS ON LEARNING * STRETCH GOALS TO BRING OUT THE BEST * ORGANIZATIONAL DESIGNS BASED ON SIMPLICITY, CLARITY, ACCOUNTABILITY * CUSTOMER LINKAGE AS THE SOURCE OF PROGRESS A FORMULA THAT'S WORKED . . .

ALD'S EXPANSION OF AMP OPERATING MARGINS 1998 - 1999 HISTORICAL MARGIN (1993-95) 15% [BAR GRAPH SHOWING A PROJECTED 4% INCREASE IN OPERATING MARGINS FOR THE PERIOD FROM 1998 TO 1999 THROUGH A 2-4 POINT DECREASE IN PRICE, 1-3 POINT INCREASE IN VOLUME, A 4-5 POINT INCREASE IN MANUFACTURING, A 0-1 POINT INCREASE IN MATERIALS AND A 1-2 POINT INCREASE IN CORPORATE OVERHEAD. THE INCREASES IN MANUFACTURING, MATERIALS AND CORPORATE OVERHEAD ARE ESTIMATED TO RESULT IN COST SAVINGS OF $200M.] 1999 - 2000 [BAR GRAPH SHOWING A PROJECTED 5% INCREASE IN OPERATING MARGINS FOR THE PERIOD FROM 1999 TO 2000 THROUGH A 2-4 POINT DECREASE IN PRICE, 3-5 POINT INCREASE IN VOLUME, 3-4 POINT INCREASE IN MANUFACTURING, 1-2 POINT INCREASE IN MATERIALS AND NO INCREASE IN CORPORATE OVERHEAD. THE INCREASES IN MANUFACTURING AND MATERIALS ARE ESTIMATED TO RESULT IN COST SAVINGS OF $500M. ESTIMATES BASED ON ALD'S TRACK RECORD

ALD AND AMP - $21B 1998 PRO-FORMA [PIE GRAPH] ELECTRONIC INTERCONNECT DEVICES $5.4 SPEC CHEM & ELECTRONIC SOLUTIONS $2.4 PERFORMANCE POLYMERS $2.0 AEROSPACE SYSTEMS $4.9 TRANSPORTATION PRODUCTS $2.5 TURBINE TECHNOLOGIES $3.9 - - BROAD PRODUCT OFFERING - HIGH GROWTH MARKETS - - DIVERSE CUSTOMER BASE - HIGH MARGIN BUSINESSES - - GLOBALLY POSITIONED - CONSISTENCY BREADTH OF PRODUCTS AND GEOGRAPHICAL DIVERSITY DRIVES CONSISTENCY

PORTFOLIO IMPROVEMENT 1999 1999 2001 (WITHOUT AMP) (WITH AMP) (INCLUDES AMP) [PIE GRAPH] [PIE GRAPH] [PIE GRAPH] HIGH GROWTH/ 67% HIGH GROWTH/ 75% HIGH GROWTH/ 85% HIGH MARGIN HIGH MARGIN HIGH MARGIN TOTAL $16.5B TOTAL $22B TOTAL $26B ACCELERATES ALD TRANSFORMATION

ALD EPS PRE-ACQUISITION POST-ACQUISITION [BAR GRAPH SHOWING THE PROJECTED GROWTH RATE OF EARNINGS PER SHARE OF THE OVERALL POSITIVE PROJECTED EFFECTS OF EACH OF ALD'S DIVESTED BUSINESS, THE ADDITION OF THE AMP BUSINESS, THE LOSS OF GOODWILL, THE LOSS DUE TO FINANCING, THE GAINS ON DISPOSITIONS ON THE EARNINGS PER SHARE OF A COMBINED ALD/AMP AND THE PROJECTED GROWTH RATE OF EARNINGS PER SHARE OF THE COMBINED ALD/AMP] IN 1999 AND 2000. 13-15% Divested AMP Gains on 13-15% Business Business Goodwill Financing Dispositions 1999 ($0.06) +$0.83 ($0.32) ($0.72) +$0.27 1999 13-17% 13-17% 2000 ($0.13) $1.15 ($0.32) ($0.69) -- 2000 DILUTION TO BE MINIMIZED, 2000 EARNINGS IN LINE WITH PREVIOUS ESTIMATES

WHY THIS DEAL IS GOOD FOR ALLIED SIGNAL * MARKET LEADERSHIP IN HIGH MARGIN GROWTH BUSINESSES * BROADER, MORE GLOBAL, MORE DIVERSE * BREADTH OF MARKETS * COST TAKE-OUT OPPORTUNITIES * HIGH MARGIN, HIGH GROWTH SEGMENTS * ENHANCED ABILITY FOR FINANCIAL CONSISTENCY ALD AND AMP COMBINE TO FORM A PREMIER COMPANY

ALLIED SIGNAL OFFER ALD OFFER "JUST SAY NO" AMP RESPONSE CERTAINTY UNCERTAINTY * $44.50 CASH CAN RIPP WITH AMP FOR 4 YEARS OF * 55% PREMIUM OVER MARKET PRICE DIFFICULTY, BACKGROUND ONLY IN * 30X 1998 EPS FINANCE, & NO DEMONSTRATED OPERATING SUCCESS * CHANGE CULTURE * REORGANIZE EFFECTIVELY * TRANSFORM MANUFACTURING * DOUBLE EPS IN 2 YEARS MORE THAN ADEQUATE & CERTAIN INADEQUATE & HIGH RISK INADEQUATE RESPONSE TO A MORE THAN ADEQUATE OFFER

LEGAL STRATEGY * COMMENCED AN ALL-CASH, ALL SHARES TENDER OFFER AT $44.50 ON AUGUST 10 -- CONDITIONED ON REDEMPTION OF POISON PILL * INFORMED AMP BOARD THAT WE WOULD CONSIDER HIGHER PRICE IN NEGOTIATED MERGER, BUT BOARD HAS REFUSED TO MEET * KEY: LET SHAREHOLDERS DECIDE; DO THROUGH CONSENT SOLICITATION * WILL CONDUCT CONSENT SOLICITATION, WITH RECORD DATE OF OCTOBER 15, TO ENLARGE AMP BOARD FROM 11 TO 28 AND ELECT 17 ALD NOMINEES * IN OUR VIEW, AMP BOARD WILL SELL TO THE HIGHEST BIDDER BEFORE IT PERMITS ALD NOMINEES TO TAKE CONTROL * IF NOT (A REMOTE POSSIBILITY IN OUR VIEW), ALD NOMINEES TAKE CONTROL AND, SUBJECT TO THEIR FIDUCIARY DUTY, CAUSE AMP TO ENTER INTO A CASH MERGER AGREEMENT AT THE OFFER PRICE -- ANY AGREEMENT SUBJECT TO SHAREOWNER APPROVAL * THE NEW NON-REDEEMABILITY AMENDMENTS, MORE DRACONIAN THAN OTHERS IN EXISTENCE, WILL NOT WITHSTAND JUDICIAL ANALYSIS PA LAW, POISON PILL WILL NOT PREVENT TAKEOVER

WHAT WE ASK FROM YOU * TENDER YOUR SHARES BEFORE SEPT. 11 - EVEN THOUGH WE CAN'T PURCHASE UNTIL THE POISON PILL IS REDEEMED, SHAREOWNERS SHOULD THEIR SUPPORT FOR THE SALE OF THE COMPANY; SHARES CAN SUBSEQUENTLY BE WITHDRAWN * AFTER RECORD DATE OF OCTOBER 15, VOTE FOR ALLIED BY-LAW AMENDMENTS AND BOARD NOMINEES; COMPLETE AND SEND BLUE CONSENT CARD - TELL THE AMP BOARD THAT THE SHAREOWNERS SHOULD DECIDE; EXPRESS YOUR DISAPPROVAL OF THE POISON PILL

CERTAIN INFORMATION CONCERNING PARTICIPANTS AlliedSignal Inc. ("AlliedSignal"), PMA Acquisition Corporation ("Acquisition Subsidiary") and certain other persons named below may solicit the consent of shareholders (a) to elect seventeen nominees (the "Nominees") as directors of AMP Incorporated ("AMP") pursuant to a shareholder action by written consent (the "Consent Solicitation") and (b) in favor of the adoption of three proposals to amend the By-laws of AMP. The participants in this solicitation may include the directors of AlliedSignal (Hans W. Becherer, Lawrence A. Bossidy (Chairman of the Board and Chief Executive Officer), Ann M. Fudge, Paul X. Kelley, Robert P. Luciano, Robert B. Palmer, Russell E. Palmer, Frederic M. Poses (President and Chief Operating Officer), Ivan G. Seidenberg, Andrew C. Sigler, John R. Stafford, Thomas P. Stafford, Robert C. Winters and Henry T. Yang), each of whom is a Nominee; and the following executive officers and employees of AlliedSignal: Peter M. Kreindler (Senior Vice President, General Counsel and Secretary), Donald J. Redlinger (Senior Vice President-Human Resources and Communications), and Richard F. Wallman (Senior Vice President and Chief Financial Officer), each of whom is a Nominee, and Robert F. Friel (Vice President and Treasurer), John W. Gamble, Jr. (Assistant Treasurer), John L. Stauch (Director, Investor Relations), Robert J. Buckley (Manager, Investor Relations), G. Peter D'Aloia (Vice President, Planning & Development) and James V. Gelly (Vice President, Finance, Aerospace Marketing, Sales & Service). As of the date of this communication, AlliedSignal is the beneficial owner of 100 shares of Common Stock without par value of AMP. Other than set forth herein, as of the date of this communication, neither AlliedSignal, Acquisition Subsidiary nor any of their respective directors, executive officers or other representatives or employees of AlliedSignal, any Nominees or other persons known to AlliedSignal who may solicit proxies has any security holdings in AMP. AlliedSignal disclaims beneficial ownership of any securities of AMP held by any pension plan or other employee benefits plan of AlliedSignal or by any affiliate of AlliedSignal. Although neither Lazard Freres & Co. LLC ("Lazard Freres") nor Goldman, Sachs & Co. ("Goldman Sachs"), the financial advisors to AlliedSignal, admits that it or any of its members, partners, directors, officers, employees or affiliates is a "participant" as defined in Schedule 14A promulgated under the Securities Exchange Act of 1934 by the Securities and Exchange Commission, or that Schedule 14A requires the disclosure of certain information concerning Lazard Freres or Goldman Sachs, Steven J. Golub and Mark T. McMaster (each a Managing Director) and Yasushi Hatakeyama (a Director) of Lazard Freres, and Robert S. Harrison and Wayne L. Moore (each a Managing Director) and Peter Gross and Peter Labbat (each a Vice President) of Goldman Sachs, may assist AlliedSignal in the solicitation of consents of shareholders. Both Lazard Freres and Goldman Sachs engage in a full range of investment banking, securities trading, market-making and brokerage services for institutional and individual clients. In the normal course of its business Lazard Freres and Goldman Sachs may trade securities of AMP for its own account and the accounts of its customers, and accordingly, may at any time hold a long or short position in such securities. Lazard Freres has informed AlliedSignal that as of August 6, 1998, Lazard Freres held a net long position of approximately 20,861 shares of Common Stock of AMP, and Goldman Sachs has informed AlliedSignal that as of August 7, 1998, Goldman Sachs held a net long position of approximately 800,000 shares of Common Stock of AMP. Except as disclosed above, to the knowledge of AlliedSignal, none of AlliedSignal, the directors or executive officers of AlliedSignal, the employees or other representatives of AlliedSignal or the Nominees named above has any interest, direct or indirect, by security holding or otherwise, in AMP.