SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                                    FORM 8-K
                                 CURRENT REPORT
  
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
  
                               February 18, 1999
                       ---------------------------------
                       (Date of earliest event reported)
  
                                       
                               AMP Incorporated
            -----------------------------------------------------
            (Exact Name of Registrant as Specified in its charter)
  
     Pennsylvania                      1-4235                   23-0332575
----------------------          --------------------        ------------------
(State or Jurisdiction          (Commission File No.)        (IRS Employer 
   of Incorporation)                                        Identification No.)
  
                                       
              P.O. Box 3608, Harrisburg, Pennsylvania 17105-3608
         -----------------------------------------------------------
         (Address of principal executive offices, including zip code)
  
                                       
                                 717) 564-0100
             ---------------------------------------------------
             (Registrant's telephone number, including area code)
  
                                       
                                Not Applicable
         ------------------------------------------------------------
         (Former name or former address, if changed since last report)
  

 Item 5.  Other Events. 
  
      On February 18, 1999, the United States Court of Appeals for the Third
 Circuit issued an opinion with respect to the appeal of AlliedSignal Inc.
 and PMA Acquisition Corporation (collectively "AlliedSignal") of the
 November 18, 1998 ruling of the United States District Court for the
 Eastern District of Pennsylvania regarding the shares of common stock of
 AMP Incorporated ("AMP") purchased by AlliedSignal.  In the November 18,
 1998 ruling, the District Court found that the shares of AMP common stock
 acquired by AlliedSignal were "control shares" within the meaning of the
 applicable Pennsylvania statute, and enjoined AlliedSignal from voting the
 shares unless and until voting power is restored in accordance with the
 statute. 
  
      On February 18, 1999, the Court of Appeals reversed the District
 Court's order and remanded the case for further proceedings consistent with
 its opinion.  The Court of Appeals found that AlliedSignal had not made a
 control share acquisition and therefore is not disabled from voting the
 9.1% of AMP's common stock which it acquired. 
  
      The foregoing description of the order of the Court of Appeals does
 not purport to be complete and is qualified in its entirety by the copy of
 the opinion of the Court of Appeals filed as Exhibit 99.1 to this Current
 Report on Form 8-K and is incorporated herein by reference. 
  
  
 Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits. 
  
 (c)  Exhibits. 
  
      Exhibit No.    Description 
  
      99.1         Opinion of the United States Court of Appeals for the Third
                   Circuit in AMP Incorporated v. AlliedSignal Inc., et. al.
                   (No. 98-2019), filed February 18, 1999. 


                                   SIGNATURE
  
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by
 the undersigned hereunto duly authorized.  
  
  
                               AMP Incorporated 
  
  
                               By:/s/ David F. Henschel                   
                                  ----------------------------------
                                  Name: David F. Henschel 
                                  Title: General Counsel and  
                                         Corporate Secretary 
  
  
 Dated:  February 24, 1999


  
                                 EXHIBIT INDEX
  
   Exhibit No.   Description 
  
      99.1      Opinion of the United States Court of Appeals for the Third
                Circuit in AMP Incorporated v. AlliedSignal Inc., et. al.
                (No. 98-2019), filed February 18, 1999.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4446}]
{"company-data": {"conformed-name": "AMP INC", "cik": "0000006164", "assigned-sic": "3678", "irs-number": "230332575", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04235", "film-number": "99549116"}, "business-address": {"street1": "P O 3608", "city": "HARRISBURG", "state": "PA", "zip": "17105", "phone": "7175640100"}, "mail-address": {"street1": "PO BOX 3608 M S 176 41", "city": "HARRISBURG", "state": "PA", "zip": "17105"}, "former-company": [{"former-conformed-name": "AMP INC & PAMCOR INC", "date-changed": "19890410"}, {"former-conformed-name": "AMERICAN METAL PRODUCTS CO", "date-changed": "19661211"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                                    FORM 8-K
                                 CURRENT REPORT
  
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
  
                               February 18, 1999
                       ---------------------------------
                       (Date of earliest event reported)
  
                                       
                               AMP Incorporated
            -----------------------------------------------------
            (Exact Name of Registrant as Specified in its charter)
  
     Pennsylvania                      1-4235                   23-0332575
----------------------          --------------------        ------------------
(State or Jurisdiction          (Commission File No.)        (IRS Employer 
   of Incorporation)                                        Identification No.)
  
                                       
              P.O. Box 3608, Harrisburg, Pennsylvania 17105-3608
         -----------------------------------------------------------
         (Address of principal executive offices, including zip code)
  
                                       
                                 717) 564-0100
             ---------------------------------------------------
             (Registrant's telephone number, including area code)
  
                                       
                                Not Applicable
         ------------------------------------------------------------
         (Former name or former address, if changed since last report)
  

 Item 5.  Other Events. 
  
      On February 18, 1999, the United States Court of Appeals for the Third
 Circuit issued an opinion with respect to the appeal of AlliedSignal Inc.
 and PMA Acquisition Corporation (collectively "AlliedSignal") of the
 November 18, 1998 ruling of the United States District Court for the
 Eastern District of Pennsylvania regarding the shares of common stock of
 AMP Incorporated ("AMP") purchased by AlliedSignal.  In the November 18,
 1998 ruling, the District Court found that the shares of AMP common stock
 acquired by AlliedSignal were "control shares" within the meaning of the
 applicable Pennsylvania statute, and enjoined AlliedSignal from voting the
 shares unless and until voting power is restored in accordance with the
 statute. 
  
      On February 18, 1999, the Court of Appeals reversed the District
 Court's order and remanded the case for further proceedings consistent with
 its opinion.  The Court of Appeals found that AlliedSignal had not made a
 control share acquisition and therefore is not disabled from voting the
 9.1% of AMP's common stock which it acquired. 
  
      The foregoing description of the order of the Court of Appeals does
 not purport to be complete and is qualified in its entirety by the copy of
 the opinion of the Court of Appeals filed as Exhibit 99.1 to this Current
 Report on Form 8-K and is incorporated herein by reference. 
  
  
 Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits. 
  
 (c)  Exhibits. 
  
      Exhibit No.    Description 
  
      99.1         Opinion of the United States Court of Appeals for the Third
                   Circuit in AMP Incorporated v. AlliedSignal Inc., et. al.
                   (No. 98-2019), filed February 18, 1999. 

                                   SIGNATURE
  
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by
 the undersigned hereunto duly authorized.  
  
  
                               AMP Incorporated 
  
  
                               By:/s/ David F. Henschel                   
                                  ----------------------------------
                                  Name: David F. Henschel 
                                  Title: General Counsel and  
                                         Corporate Secretary 
  
  
 Dated:  February 24, 1999

  
                                 EXHIBIT INDEX
  
   Exhibit No.   Description 
  
      99.1      Opinion of the United States Court of Appeals for the Third
                Circuit in AMP Incorporated v. AlliedSignal Inc., et. al.
                (No. 98-2019), filed February 18, 1999.