SCHEDULE 14A INFORMATION

            Consent Statement Pursuant to Section 14(a) of the
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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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   (Name of Person(s) Filing Consent Statement, if other than Registrant)

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AMP - PRESENTATION October 1998

AMP OVERVIEW SALES BY INDUSTRY SALES BY REGION [PIE GRAPH SHOWING [PIE GRAPH SHOWING SALES BY INDUSTRY] SALES BY REGION] Consumer & Industrial $1.6B Americas 50% Automotive $1.5B Europe 30% Telecom $1.5B Asia/Pacific 20% Personal Computer $1.0B BUSINESSES Electrical Connection Devices for the Following Industries: STRENGTHS o Consumer & Industrial o Leading Market Position o Telecommunications o Global o Automotive o Diverse Markets o Personal Computers o Strong Technical Capabilities 1998 STATISTICS Sales* $5.6B Op. Margins* 9.7% EPS* $1.56 Market Cap ~6.5B * Updated to include AMP's own forecast for 1998. WORLD'S LEADING MANUFACTURER OF ELECTRICAL & ELECTRONIC CONNECTION DEVICES

AMP PERFORMANCE [BAR GRAPH SHOWING SALES OF $3.1B, [BAR GRAPH SHOWING 29,900 AND 46,500 $5.2B AND $5.6B FOR 1991, 1995 AND EMPLOYEES IN 1991 AND 1998, 1998, RESPECTIVELY.] [LINE GRAPH RESPECTIVELY, AND SALES PER EMPLOYEE SHOWING A 15.2% OPERATING MARGIN IN OF $105K AND $120K IN 1991 AND 1998, 1991 AS COMPARED TO A 9.7% OPERATING RESPECTIVELY.] [LINE GRAPH SHOWING A MARGIN IN 1998.] 2% CAGR FROM 1991 TO 1998.] ISSUES o High Cost Position [LINE GRAPH SHOWING EPS OF $1.22, o Exporting to Asia $1.38, $1.76, $1.76, $2.12, $1.89, o Price Degradation $2.13 AND $1.46 IN 1991, 1992, 1993, o Lack of Cost Reduction 1994, 1995, 1996, 1997 AND 1998 (EXPECTED), RESPECTIVELY AND EMPHASIZING AMP'S ERRATIC EARNINGS.] STRENGTHS NOT LEVERAGED; ERRATIC EARNINGS

AMP PERFORMANCE VS. PEERS 4 YEAR SALES GROWTH 4 YEAR EPS CAGR (CAGR) (95-98) (95-98) [BAR GRAPH SHOWING SALES GROWTH (CAGR) [BAR GRAPH SHOWING EPS GROWTH FOR AMP FOR AMP AND ITS COMPETITORS FOR THE 4 AND ITS COMPETITORS FOR THE 4 YEAR YEAR PERIOD FROM 1995 TO 1998.] PERIOD FROM 1995 TO 1998.] Molex 14% Molex 19% Berg 12% Berg N/M T&B 9% T&B 14% Amphenol 7% Amphenol 25% AMP 9% AMP (3%) GROSS MARGIN - --------------------------------------------------------------------------- 1994 1998E CHANGE ---- ----- ------ Molex 42% 41% (1%) Berg 35% 36% +1% T&B 29% 32% +3% Amphenol 30% 31% +1% AMP 34% 30% (4%) S, G, AND A/SALES - --------------------------------------------------------------------------- 1994 1998E CHANGE ---- ----- ------ Molex 26% 19% +7% Berg 25% 21% +4% T&B 16% 16% - Amphenol 15% 14% +1% AMP 18% 21% (3%) AMP HAS UNDERPERFORMED

AMP CASH FLOW CAPITAL SPENDING/SALES OPERATING MARGIN DECLINE [BAR GRAPH SHOWING CAPITAL [BAR GRAPH SHOWING OPERATING MARGINS SPENDING/SALES AS 10%, 11%, 14%, 11% OF 16.1%, 14.7%, 12.1%, 12.9% AND 9.7% AND 8% OF AMP'S CASH FLOW IN 1993, IN 1994, 1995, 1996, 1997 AND 1998 1994, 1995, 1996 AND 1997, (EXPECTED), RESPECTIVELY.] RESPECTIVELY.] WORKING CAPITAL TURNS OPERATING CASH FLOW/CAPITAL INVESTMENT RETURN ON INCREMENTAL CAPITAL [LINE GRAPH SHOWING WORKING CAPITAL [BAR GRAPH SHOWING AMP'S RETURNS ON TURNS OF 4.4 AND 4.0 FOR AMP IN 1993 INCREMENTAL CAPITAL OF 43%, 16%, 6% AND 1997, RESPECTIVELY, AND 4.0 AND AND (1%) IN 1994, 1995, 1996 AND 1997, 5.0 AS THE INDUSTRY AVERAGE IN 1993 RESPECTIVELY.] AND 1997, RESPECTIVELY.] BY ANY MEASURE, AMP'S CASH FLOW IS WEAK

AMP ORGANIZATIONAL STRUCTURE OLD NEW CEO CEO CFO Europe/Middle East Global Operations Technology Human Resources Global Business Global Industry Administration Businesses Global Succession Global Regional Business Legal Competencies Development Americas AMP Technology Regional Sales & Human Resources Country Mgt. Asia Pacific Communication Finance Communication Public Affairs Strategy & Development WHAT'S CHANGED? STILL COMPLEX AND NON-ACCOUNTABLE

AMP MANUFACTURING DEFICIENCIES NOT INDUSTRY FOCUSED TOO MANY INTER-PLANT SHIPMENTS (NOT SELF CONTAINED) TOO MANY FACILITIES TOO LITTLE ASIAN CAPACITY STILL EXPORTING PRODUCTS TO ASIA A 1970'S STRUCTURE TRYING TO COMPETE IN THE 1990'S

AMP's PROJECTIONS [BAR GRAPH SHOWING AMP's OWN PROJECTED EPS OF $1.35, $1.22, $1.38, $1.41, $1.76, $1.96, $1.31 AND $2.08 IN 1990, 1991, 1992, 1993, 1994, 1995, 1996 AND 1997, RESPECTIVELY, AND PROJECTED EPS OF $1.56, $2.30 AND $3.00 IN 1998, 1999 AND 2000, RESPECTIVELY. BAR GRAPH ALSO HIGHLIGHTS A 2% CAGR IN EPS FOR THE PERIOD FROM 1990 THROUGH 1998, AND A 53% AND 30% CAGR IN EPS FOR 1999 AND 2000, RESPECTIVELY.] A 2% CAGR IN EPS SINCE 1990, PROJECTING TO DOUBLE EPS BY 2000?

AMP'S PROFIT IMPROVEMENT VALUATION AMP'S PROJECTION PRESENT VALUE - -------------------------------------- [BAR GRAPH SHOWING AMP'S OWN [BAR GRAPH SHOWING THE PRESENT VALUE PROJECTIONS FOR ITS EPS OF $1.56, OF AMP SHARES (1) AT $40 PER SHARE $2.30 AND $3.00 FOR 1998, 1999 AND BASED ON AMP'S PROJECTED EPS FOR 1999 2000, RESPECTIVELY.] AND USING A FORWARD 18 x P/E MULTIPLE AND (2) AT $45 PER SHARE BASED ON AMP'S PROJECTED EPS FOR 2000 AND USING A FORWARD 18 x P/E MULTIPLE.] FIRST CALL ANALYST EXPECTATIONS PRESENT VALUE - -------------------------------------- [BAR GRAPH SHOWING FIRST CALL ANALYST [BAR GRAPH SHOWING THE PRESENT VALUE EXPECTATIONS FOR AMP'S EPS OF $1.56, OF AMP SHARES (1) AT $34 PER SHARE $1.96 AND $2.65 FOR 1998, 1999 AND BASED ON ANALYSTS' PROJECTED EPS FOR 2000, RESPECTIVELY.] 1999 AND USING A FORWARD 18 x P/E MULTIPLE AND (2) AT $40 PER SHARE BASED ON ANALYSTS' PROJECTED EPS FOR 2000 AND USING A FORWARD 18 x P/E MULTIPLE.] AMP'S PROFIT IMPROVEMENT PLAN FALLS SHORT

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 [ARROW POINTING [ARROW POINTING [ARROW POINTING [ARROW POINTING DOWNWARD] DOWNWARD] DOWNWARD] DOWNWARD] [LINE GRAPH SHOWING SALES OF $3.4B, $4.0B, $5.2B, $5.5B, $5.7B AND $5.6B AND OPERATING MARGINS OF 15.2%, 16.1%, 14.7%, 12.1%, 12.9% AND 9.7% IN 1993, 1994, 1995, 1996, 1997 AND 1998 (EXPECTED), RESPECTIVELY.] NOT LIVING UP TO PROMISES

AMP'S Failure To Meet Wall Street Expectations [LINE GRAPH SHOWING ANALYST CONSENSUS ESTIMATES (CONT. OPS.) OF $2.34 IN THE FIRST QUARTER OF 1995, A GRADUAL DECLINE IN ANALYST CONSENSUS ESTIMATES (CONT. OPS.) OVER 1995 AND 1996 AND ANALYST CONSENSUS ESTIMATES (CONT. OPS.) OF $1.89 IN THE FOURTH QUARTER OF 1996.] [LINE GRAPH SHOWING ANALYST CONSENSUS ESTIMATES (CONT. OPS.) OF $2.72 IN THE FIRST QUARTER OF 1996, A GRADUAL DECLINE IN ANALYST CONSENSUS ESTIMATES (CONT. OPS.) OVER 1996 AND 1997 AND ANALYST CONSENSUS ESTIMATES (CONT. OPS.) OF $2.13 IN THE FOURTH QUARTER OF 1997.] [LINE GRAPH SHOWING ANALYST CONSENSUS ESTIMATES (CONT. OPS.) OF $2.78 IN THE FIRST QUARTER OF 1997, A GRADUAL DECLINE IN ANALYST CONSENSUS ESTIMATES (CONT. OPS.) OVER 1997 AND THE FIRST THREE QUARTERS OF 1998, AND ANALYST CONSENSUS ESTIMATES (CONT. OPS.) OF $1.56 IN THE THIRD QUARTER OF 1998.] AMP Repeatedly Fails to Meet Expectations

BERG VALUATION Berg Financial Summary AMP Financial Summary ---------------------- --------------------- Enterprise Value $1.85B Enterprise Value $10.2B Multiples Multiples --------- --------- '98 '99 '98 '99 --- --- --- --- Price/Sales 2.2X 1.9X Price/Sales 1.9X 1.9X Price/EBITDA 10.6X 8.9X Price/EBITDA 11.0X 8.6X Price/EBIT 17.5X 14.9X Price/EBIT 19.0X 14.2X Framatone's Price for Berg Confirms ALD's Price

AMP's Promise Net Income # Of Shares E.P.S. ---------- ----------- ------ 1999 Consensus Earnings $427M 218M $1.96 Predicted Trading Price $1.96 X 18P/E* = $35/Share * AMP's average forward multiple since 1995 Valuation ALD Tender 13% X $55.00 = $7.70 Amp Tender 14% X $55.00 = $7.70 $39 Per Share Residual 73% X $35.28 = $25.75 AMP's Self Tender Falls Considerably Short of $44.50

Who Should You Trust? ALD Effort AMP Board ---------- --------- o Sent Letter Proposing Merger o No Response o Launched $44.50, All Shares Cash o Appointed New CEO Tender Offer o Initiated Consent Solicitation o Amended Poison Pill o Offered To Purchase 18% Of Shares o Amended Pill To Reduce At $44.50 Poison Pill Trigger o Introduced Shareowners Rights o Amended Pill To Non Redeemable- Proposal To Remove Pill Non Amendable o Offered To Purchase 9% Of Shares o Initiated Legislative and Legal At $44.50 Action To Remove ALD Consent Efforts o Purchased 9% Of AMP o Initiated Contingent Tender Offer AMP Board Is Acting In Its Interests; Not Yours

ALD Offer For AMP $44.50 S&P 500 NASDAQ $44.50 +55% (12%) (19%) +??% Premium Premium $28.62 [ARROWS POINTING DOWNWARD INDICATING $?? Aug. 3, 1998 DECLINE] Oct. 9, 1998 Issues As Of October 15, 1998 ----------------------------- o Weakening Asia Economy o AMP Takes On Significant Debt o World Economy Trending Toward o Slowing Electronics Industry Recession o Currency Devaluations o Credit & Equity Markets In Turmoil Original 55% Premium Offer Now Worth Substantially More

CONSENT PROCESS o October 15, 1998 Record Date o Returning of Written Consents To ALD By October 23rd Will Hasten the Process o As Soon As Consents Are Received From 50% of Shares They Can Be Presented To AMP For Review By The Inspector Of Elections A Simple Process For You That Can Produce Big Results

WHY CONSENT IMMEDIATELY? o Prospect Of ALD Controlling Board Likely To Lead to Near-Term Sale of Company o The AMP Board "Down Payment" Could Strangle The Company With Onerous Debt And Will Not Produce Value Equal To ALD's Offer o Global Economy Weakening o Equity And Credit Markets Uncertain o AMP Management Has Committed Itself To Renew Legislative Efforts AMP CONTINUES TO ENTRENCH ITSELF

WHY CONSENT IMMEDIATELY?--CONT'D o Given More Time, Who Knows What AMP Management Will Do Next o ALD, If Allowed To Take Control Of The Board, Is Committed to Protect Its $900M Investment And Deliver Value To AMP Shareholders o ALD Meets Its Commitments o You Can't Lose By Consenting ALD Has Demonstrated Its Commitment; Now It's Your Turn

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 five 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 Terrence L. Carlson (Deputy General Counsel) Robert F. Friel (Vice President and Treasurer), John W. Gamble, Jr. (Assistant Treasurer), Mark E. Greenberg (Vice President, Communications), John L. Stauch (Director, Investor Relations), Robert J. Buckley (Manager, Investor Relations), G. Peter D'Aloia (Vice President, Planning & Development) Mary Elizabeth Pratt (Manager, Investor Relations), 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. Mr. Greenberg is the beneficial owner of 100 shares of Common Stock 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 holdings or otherwise, in AMP. ###