As filed with the Securities and Exchange Commission on June 24, 1994

						     Registration No. 33-
       __________________________________________________________________
		      SECURITIES AND EXCHANGE COMMISSION
			   Washington, D.C.  20549
			    ___________________
		     
				 Form S-8
      
			  Registration Statement
				   under
			the Securities Act of 1933
			   ___________________
	    
			     AMP INCORPORATED
	  (Exact name of registrant as specified in its charter)

		  Pennsylvania                       23-0332575
	   (state or other jurisdiction of        (I.R.S. Employer
	   incorporation or organization)        Identification No.)

			    470 Friendship Road
		      Harrisburg, Pennsylvania 17111
       (Address of principal executive offices, including zip code)

	AMP INCORPORATED STOCK OPTION PLAN FOR OUTSIDE DIRECTORS 
		       (Full title of the plan)

			     David F. Henschel
			     AMP Incorporated
			    470 Friendship Road
		       Harrisburg, Pennsylvania 17111
		  (Name and address of agent for service)

			     (717) 780-4205
       (Telephone number, including area code, of agent for service)

		     CALCULATION OF REGISTRATION FEE 
- -----------------------------------------------------------------------------
    Title of      |  Amount     |  Proposed    |  Proposed    |  Amount of
   Securities     |   to be     |   maximum    |   maximum    | registration
     to be        | registered  |   offering   |  aggregate   |     fee
   registered     |             |  price per   |  offering    |  
		  |             |   share  *1  |    price *1  | 
- -----------------------------------------------------------------------------
 Common Stock,    |  150,000    | $ 66.5625    | $ 9,984,375  | $ 3,442.89
without par value |   shares    |              |              |      
- -----------------------------------------------------------------------------
*1      Estimated on the basis of the average of the high and low prices of 
	the Common Stock of AMP Incorporated as reported on the New York Stock 
	Exchange Composite Tape on June 21, 1994 in accordance with Rule 457(c) 
	and (h) solely for purposes of calculating the registration fee.

				      Exhibit Index is found on Page 13 of 29.

				  Page 1 of 29

<PAGE>
					PART I

			      INFORMATION REQUIRED IN THE
				SECTION 10(a) PROSPECTUS

	In accordance with Form S-8 and Rule 428 promulgated under the 
	Securities Act of 1933, as amended (the "Securities Act"), the 
	documents containing the information required by Items 1 and 2 of 
	Part I are not filed as a part of this Registration Statement and 
	will be delivered to each outside director of AMP Incorporated who 
	participates in the AMP Incorporated Stock Option Plan for Outside 
	Directors (the "Plan").

				       PART II

			    INFORMATION REQUIRED IN THE
			      REGISTRATION STATEMENT
			   
Item 3. Incorporation of Documents by Reference.

	With respect to the registrant, AMP Incorporated (the "Company"), 
	the following documents heretofore filed by the Company with the 
	Securities and Exchange Commission pursuant to the Securities 
	Exchange Act of 1934, as amended (the "Exchange Act") (Commission 
	File No. 1-4235) are incorporated in this Registration Statement by 
	reference:

	1.  Annual Report on Form 10-K for the year ended December 31, 1993;

	2.  Quarterly Report on Form 10-Q for the quarter ended March 31, 1994;

	3.  As to the Company's Common Stock, which is registered under Section 
	    12 of the Exchange Act, the description of such class of securities 
	    as set forth in Article IV of the Company's Articles of 
	    Incorporation as restated, signed and sealed by the Secretary of 
	    the Company on July 28, 1993 (filed as Exhibit 3.(i) to the 
	    Company's Annual Report on Form 10-K for the year ended December 
	    31, 1993);

	4.  All reports and other documents filed by the Company pursuant to 
	    Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the 
	    date hereof and prior to the filing of a post-effective amendment 
	    which indicates that all securities offered hereby have been sold 

				  Page 2 of 29

<PAGE>
	    or which deregisters all securities then remaining unsold, said 
	    reports and other documents to be deemed incorporated by reference 
	    and made a part hereof from the date of their filing.


Item 4. Description of Securities.

	Not applicable.

Item 5. Interests of Named Experts and Counsel.

	The opinion of counsel furnished in Exhibit 5 hereto as to the legality 
	of the 150,000 shares of AMP Common Stock being registered for issuance 
	under this Registration Statement is given by David F. Henschel, 
	Corporate Secretary and Associate General Legal Counsel and an officer 
	of the Company.

Item 6. Indemnification of Directors and Officers.

	The Company, as a Pennsylvania corporation, is subject to the 
	provisions of the Business Corporation Law of 1988 (the "BCL"), which 
	is Pennsylvania's corporation statute.  Subchapter D of Chapter 17 of 
	the BCL provides for the authority of Pennsylvania corporations to 
	indemnify directors, officers, employees or agents of the corporation, 
	or of another domestic or foreign corporation for profit or not-for-
	profit, partnership, joint venture, trust or other enterprise 
	(including without limitation, any employee benefit plan) who are 
	serving as such at the request of the corporation (individually, a 
	"Representative") against expenses (including attorneys' fees), 
	judgments, fines and amounts paid in settlement in the case of third 
	party actions, but only against expenses (including attorneys' fees) 
	in the case of derivative actions.  Unless ordered by a court, such 
	indemnification is to be made only as authorized in the specific case 
	upon a determination by the board of directors by a majority vote of a 
	quorum consisting of directors who were not parties to the action or 
	proceeding, by the shareholders or, if such quorum of the board is not 
	obtainable or a majority vote of disinterested directors so directs, by 
	independent legal counsel, that indemnification of the Representative 
	is proper in the circumstances.  Indemnification would be proper if the 
	Representative acted in good faith and in a manner he reasonably 
	believed to be in, or not opposed to, the best interests of the 
	corporation and, with respect to any criminal proceeding, had no 
	reasonable cause to believe his conduct was unlawful, provided that 
	under no circumstances would indemnification be proper in the case of 
	willful misconduct or recklessness.  

				  Page 3 of 29
<PAGE>
	In the case of a derivative action, indemnification shall not be made 
	in respect of any claim, issue or matter as to which a Representative 
	has been adjudged liable to the corporation unless, and only to the 
	extent that, a court of competent jurisdiction determines upon 
	application that, despite the adjudication of liability, but in view 
	of all the circumstances of the case, a Representative is fairly and 
	reasonably entitled to indemnity for the expenses that the court deems 
	proper.

	To the extent a Representative has been successful on the merits or 
	otherwise in the defense of a third party action or a derivative 
	action, indemnification is mandatory with respect to expenses 
	(including attorneys' fees) incurred in such defense.  The 
	corporation may advance defense expenses (including attorneys' fees) 
	upon receipt of an undertaking by or on behalf of the Representative 
	to repay such advances if it is ultimately determined that he is not 
	entitled to be indemnified, and a corporation may purchase insurance 
	on behalf of any Representative against any liability asserted against 
	him and incurred by him in any such capacity, or arising out of his 
	status as such, regardless of whether or not the corporation could 
	indemnify him against such liability.  The indemnification and 
	advancement of expenses provided under the BCL is expressly not 
	exclusive of any other rights to which a person may be entitled under 
	any bylaw, agreement, shareholder vote or otherwise.

	Under the BCL, limitation of director monetary liability for breach of 
	fiduciary duty is permitted provided that such provision is included 
	in a bylaw approved by the shareholders.  The shareholders of the 
	Company, at its Annual Meeting of Shareholders held on April 13, 1989, 
	approved such a provision in the Company's Bylaws.  This provision 
	provides that no director shall be personally liable for monetary 
	damages as a result of any act or omission, unless he or she has not 
	complied with the standard of care statutorily mandated for directors 
	and his or her acts or omissions constitute self-dealing, willful 
	misconduct or recklessness.  The standard of care is set forth in 
	Section 2.13 of the Bylaws, entitled "Standard of Care and Justifiable 
	Reliance", and basically requires the director to perform his or her 
	duties in good faith, in a manner he or she reasonably believes to be 
	in the best interests of the Company, and with such care, including 
	reasonable inquiry, skill and diligence, as a person of ordinary 
	prudence would use under similar circumstances.  The Bylaw provision 
	does not apply to liabilities of a director pursuant to any criminal 
	statute or for payment of taxes pursuant to local, state or federal 
	law.
				  Page 4 of 29
<PAGE>
	On October 23, 1991 the Board of Directors of the Company approved an 
	amendment to Article IV of the Company's Bylaws to provide for 
	indemnification to the extent permitted under the BCL.  Article IV 
	provides that the Company shall indemnify any director or officer of 
	the Company, and may indemnify any other employee or agent of the 
	Company, who is, was or becomes a party, or is threatened to be made a 
	party, to any threatened, pending or completed investigation, claim, 
	action, suit or proceeding, whether civil, criminal, administrative or 
	investigative, and whether formal or informal, and any appeal therein 
	in which any such person is involved (a "Proceeding") by reason of 
	being a Representative, or being a director, officer, employee or agent 
	of either a constituent corporation absorbed in a consolidation or 
	merger or another business entity at the request of such constituent 
	corporation, against all expenses (including attorneys' fees and 
	disbursements), judgments, fines, and amounts paid in settlement 
	actually and reasonably incurred by such person in connection with such 
	proceedings, except that in the case of derivative actions, 
	i) indemnification is limited to reasonably incurred expenses; and 
	ii) a person adjudged to be liable to the Company may not be 
	indemnified unless and only to the extent a court of competent 
	jurisdiction determines upon application that the person is fairly and 
	reasonably entitled to indemnity for the expenses that such court deems 
	proper.  Indemnification under Article IV applies to third party 
	actions and derivative actions commenced or continuing after the 
	adoption of the Article, whether arising from acts or omissions 
	occurring before or after such adoption.  Article IV provides that the 
	rights of directors and officers thereunder with respect to third 
	party actions are contractual rights.

	Article IV provides that indemnification of an indemnified party under 
	Article IV shall be made by the Company only when requested in writing 
	with supporting documentation and, in accordance with the provisions 
	of the BCL, a determination is made in each specific case that 
	indemnification of the Representative is proper under the 
	circumstances.  Such determination is to be made within 60 days after 
	receipt of the request and shall be made by a majority vote of 
	disinterested directors (if they constitute a quorum) or, under certain 
	circumstances, either by a written opinion of independent legal counsel 
	or by the shareholders.  If independent legal counsel is to make the 
	determination, then the disinterested directors or, if the 
	disinterested directors do not constitute a quorum, a majority of the 
	Board of Directors shall select counsel to which the indemnified party 
	does not reasonably object, except that in the event a change of 

				  Page 5 of 29
 <PAGE>
	control as defined in Article IV shall have occurred, the indemnified 
	party shall select counsel to which the disinterested directors or, if 
	the disinterested directors do not constitute a quorum, to which a 
	majority of the Board of Directors do not reasonably object.  Once a 
	determination is made that the indemnified party is entitled to 
	indemnification, payment shall be made within 5 days thereafter, and 
	such determination shall be binding on the Company unless either the 
	indemnified party made a misrepresentation or failed to disclose a 
	material fact in requesting indemnification and supporting that 
	request, or such indemnification is prohibited by law.

	As permitted by the BCL, Article IV also requires that the Company 
	advance reasonable expenses to an indemnified party, upon determination 
	by the Board or its duly authorized committee, within 20 days after 
	receipt of a written request for such advance.  Such request must 
	reasonably identify, describe and document the legal expenses actually 
	and reasonably incurred by the indemnified party and, if required by 
	law, be accompanied by an undertaking of the indemnified party to 
	repay the advance if ultimately it should be determined that the 
	indemnified party is not entitled to be indemnified against such 
	expenses.  The advance may be made upon such terms and conditions, if 
	any, as the Board of Directors or its duly authorized committee deems 
	appropriate.  The financial ability of the indemnified party to make 
	repayment shall not be a prerequisite to the making of an advance.

	Article IV provides that an indemnified party shall not be entitled to 
	indemnification or the advancement of expenses if and to the extent 
	1) the indemnified party did not act in good faith and in a manner the 
	indemnified party reasonably believed to be in, or not opposed to, the 
	best interests of the Company and, with respect to any criminal 
	proceeding, had reasonable cause to believe his or her conduct was 
	unlawful, or 2) the Company enters into a contract with the 
	indemnified party that establishes reasonable limitations or 
	conditions on the indemnification of and advancement of expenses to 
	the indemnified party and such conditions preclude indemnification or 
	advancement of expenses under the circumstances at hand, or 3) payment 
	to the indemnified party would result in double payment, or 4) a court 
	of competent jurisdiction determines that such indemnification or 
	advancement of expenses is unlawful.  A termination of a third party 
	Proceeding, or any claim, issue or matter therein, by judgment, order,
	settlement or conviction, or upon a plea of nolo contendere or its 
	equivalent, shall not, of itself, adversely affect the right of the 

				  Page 6 of 29
 <PAGE>
	indemnified party to indemnification or create a presumption that the 
	indemnified party did not meet the condition stated in 1) above.

	In accordance with the BCL, to the extent that an indemnified party is 
	successful on the merits or otherwise in defense of any third party or 
	derivative Proceeding, or in defense of any claim, issue or matter 
	therein, he shall be indemnified against expenses (including attorneys' 
	fees) actually and reasonably incurred in such defense.  Moreover, 
	Article IV provides that an indemnified party shall be indemnified 
	against any expenses actually and reasonably incurred in a successful 
	effort to enforce his or her rights of mandatory indemnification under 
	applicable law or his or her rights under Article IV if the 
	indemnified party prevails in any such enforcement proceeding, or on 
	a prorated basis if it is determined that the indemnified party is 
	entitled to receive only part of the indemnification or advancement 
	sought.

	Article IV provides that indemnification granted thereunder is not 
	exclusive of any other rights to which a person may otherwise be 
	entitled.  In addition, Article IV provides, as permitted by the BCL, 
	that the Company may purchase and maintain insurance on behalf of the 
	Company, its subsidiaries and affiliates, and any Representative, 
	against any liability asserted against such Representative or incurred 
	by such Representative in any such capacity, or arising out of said 
	Representative's status as such, whether or not the Company would have 
	the power to indemnify such person against that liability under the 
	provisions of applicable law.  The Company may also enter into 
	contracts with any Representative to provide contractual rights in 
	furtherance of the provisions of Article IV.  And Article IV provides 
	that the Company may give other indemnification to the extent not 
	prohibited by applicable law.

	As provided for in Article IV, the Company has entered into 
	indemnification agreements with each of its directors and officers and 
	with certain of its employees.  These agreements contain provisions 
	that afford rights with respect to indemnification and advancement of 
	expenses that are consistent with the authority given in Article IV.  
	The Company has also purchased and is maintaining directors' and 
	officers' liability insurance covering liabilities to directors or 
	officers of the Company arising by reason of wrongful acts committed 
	or allegedly committed by them, whether or not they are indemnified 
	by the Company.  The coverage does not extend to:  i) violations of 
	Section 16(b) of the Exchange Act; ii) dishonest, fraudulent or 
	criminal acts; iii) claims arising from libel or slander, or pollution 
	or 
				  Page 7 of 29
<PAGE>
	contamination events; iv) claims brought by one director or officer 
	against another or against the Company, other than for claims for 
	wrongful termination of employment; and v) claims arising from bodily 
	injury or property damage or by reason of the Employee Retirement 
	Income Security Act, both of which types of claims are intended to be 
	covered under other insurance policies.

Item 7. Exemption from Registration Claimed.

	Not applicable.

Item 8. Exhibits.

Exhibit
Number                    Description

4.A     AMP Incorporated Stock Option Plan for Outside Directors

4.B     Description of the Company's Common Stock as set forth in Article IV 
	of the Company's Articles of Incorporation as restated, signed and 
	sealed by the Secretary of the Company on July 28, 1993 (incorporated 
	by reference to Exhibit 3.(i) of the Company's Annual Report on Form 
	10-K for the year ended December 31, 1993).

4.C     Shareholder Rights Plan adopted by the Company's Board of Directors on 
	October 25, 1989 (incorporated by reference to Exhibit 4 of the 
	Company's Quarterly Report on Form 10-Q for the quarter ended 
	September 30, 1989).

4.D     Amendment Rights Agreement between the Company and Chemical Bank, as 
	Rights Agent for the Shareholder Rights Plan, dated September 4, 1992 
	(incorporated by reference to Exhibit 4-b of the Company's Annual 
	Report on Form 10-K for the calendar year ended December 31, 1992).

5       Opinion and Consent of Counsel as to the legality of the securities 
	being registered.

23.A    Consent of Independent Public Accountants.

23.B    Consent of Counsel (included in Exhibit 5).
	
				  Page 8 of 29
<PAGE>

Item 9. Undertakings.

The Company hereby undertakes:

(a)(1)  To file, during any period in which offers or sales are being made, a 
	post-effective amendment to this Registration Statement to

	i)      include any prospectus required by Section 10(a)(3) of the 
		Securities Act;

	ii)     reflect in the prospectus any facts or events arising after 
		the effective date of this Registration Statement (or the 
		most recent post-effective amendment thereof) which, 
		individually or in the aggregate, represent a fundamental 
		change to the information set forth in this Registration 
		Statement; and

	iii)    include any material information with respect to the plan of 
		distribution not previously disclosed in this Registration 
		Statement or any material change to such information in this 
		Registration Statement;

	provided, however, that subsections (i) and (ii) above do not apply if 
	the information required to be included in a post-effective amendment 
	by those subsections is contained in periodic reports filed by the 
	registrant pursuant to Section 13 or 15(d) of the Exchange Act that 
	are incorporated by reference in this Registration Statement.

   (2)  That, for the purpose of determining any liability under the Securities 
	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)     That, for purposes of determining any liability under the Securities 
	Act, each filing of the Company's annual report pursuant to Section 
	13(a) or 15(d) of the Exchange Act (and, where applicable, each filing 
	of an employee benefit plan's annual report pursuant to Section 15(d)

				  Page 9 of 29
<PAGE>
	of the Exchange Act) that is incorporated by reference in this 
	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.

(h)     Insofar as indemnification for liabilities under the Securities Act 
	may be permitted to directors, officers and controlling persons of 
	the Company pursuant to the foregoing provisions, or otherwise, that 
	the Company has been advised that in the opinion of the Securities and 
	Exchange Commission such indemnification is against public policy as 
	expressed in the Securities Act and is, therefore, unenforceable.  In 
	the event that a claim for indemnification against such liabilities 
	(other than the payment by the Company of expenses incurred or paid by 
	a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of 
	such issue.
				  Page 10 of 29



















<PAGE>

				      SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the 
Company 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 Myerstown, Commonwealth of Pennsylvania, on the 
22nd day of June, 1994.

				    AMP Incorporated

				    By: /s/   J. E. Marley                                                  
				    -----------------------------
					    J. E. Marley
					Chairman of the Board

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below, constitutes and appoints James E. Marley and David F. Henschel, and 
each of them, his or her true and lawful attorneys-in-fact and agents, with 
full power of substitution and resubstitution, for him or her and in his or 
her name, place and stead, in any and all capacities, to sign the name of the 
undersigned to the Registration Statement on Form S-8 filed herewith with the 
Securities and Exchange Commission under the Securities Act of 1933, as 
amended, relating to the shares of Common Stock, no par value, of AMP 
Incorporated that are issuable under the AMP Incorporated Stock Option Plan 
for Outside Directors, including any and all pre-effective and post-
effective amendments to said Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and to perform
each and every act and thing requisite or necessary to be done in and about
the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their substitutes, shall or
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this 
Registration Statement has been signed by the following persons in the 
capacities and on the date indicated.

	   Signature                        Title                     Date

  /s/   J. E. Marley                Chairman of the Board        June 22, 1994
- ------------------------------      and a Director
      J. E. Marley 

  /s/   W. J. Hudson Jr.            Chief Executive Officer      June 22, 1994
- ------------------------------      and President, and a
      W. J. Hudson, Jr.              Director (Principal 
				    Executive Officer)

  /s/   B. Savidge                  Executive Vice President,    June 22, 1994
- ------------------------------      Chief Financial Officer,
      B. Savidge                     and a Director (Principal
				    Financial Officer)

				  Page 11 of 29

<PAGE>
	   Signature                        Title                     Date
	   
   /s/   D. C. Cornelius            Controller                   June 22, 1994
 ------------------------------ 
      D. C. Cornelius

   /s/   D. F. Baker                Director                     June 22, 1994
 ------------------------------  
      D. F. Baker    

   /s/   J. J. Burdge               Director                     June 22, 1994
 ------------------------------
      J. J. Burdge   

   /s/   W. E. C. Dearden           Director                     June 22, 1994
 ------------------------------
      W. E. C. Dearden
	
   /s/   Ralph D. DeNunzio          Director                     June 22, 1994
 ------------------------------ 
      R. D. DeNunzio 
       
   /s/   B. H. Franklin             Director                     June 22, 1994
 ------------------------------  
      B. H. Franklin

   /s/   Joseph M. Hixon            Director                     June 22, 1994
 ------------------------------ 
      J. M. Hixon III

   /s/   H. A. McInnes              Director                     June 22, 1994
 ------------------------------    
      H. A. McInnes

   /s/   John C. Morley             Director                     June 22, 1994
 ------------------------------
      J. C. Morley   

   /s/   W. F. Raab                 Director                     June 22, 1994
 ------------------------------   
      W. F. Raab      

   /s/   P. G. Schloemer            Director                     June 22, 1994
 ------------------------------
      P. G. Schloemer 

				  Page 12 of 29

<PAGE>
				 EXHIBIT INDEX

Exhibit
Number                             Description                           Page

4.A     AMP Incorporated Stock Option Plan for Outside Directors       14 of 29

4.B     Description of the Company's Common Stock as set
	forth in Article IV of the Company's Articles of
	Incorporation as restated, signed and sealed by the Secretary 
	of the Company on July 28, 1993 (incorporated herein as 
	Exhibit 4.B by reference to Exhibit 3.(i) of the Company's
	Annual Report on Form 10-K for the year ended December 
	31, 1993).

4.C     Shareholder Rights Plan adopted by the Company's Board of
	Directors on October 25, 1989 (incorporated herein as Exhibit 
	4.C by reference to Exhibit 4 of the Company's Quarterly 
	Report for the quarter ended September 30, 1989).

4.D     Amendment Rights Agreement between the Company and 
	Chemical Bank, as Rights Agent for the Shareholder Rights 
	Plan, dated September 4, 1992 (incorporated herein as 
	Exhibit 4.D by reference to Exhibit 4-b of the Company's 
	Annual Report on Form 10-K for the calendar year ended
	December 31, 1992).

5       Opinion and Consent of Counsel as to the legality of           25 of 29
	the securities being registered.

23.A    Consent of Independent Public Accountants.                     28 of 29

23.B    Consent of Counsel (included in Exhibit 5).

				  Page 13 of 29
[{"type": "S-8", "sequence": "1", "description": "S-8 TEXT", "secsgml_size_bytes": 29079}]
{"company-data": {"conformed-name": "AMP INC", "cik": "0000006164", "assigned-sic": "3679", "irs-number": "230332575", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54277", "film-number": "94535576"}, "business-address": {"street1": "470 FRIENDSHIP RD", "city": "HARRISBURGH", "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"}]}
As filed with the Securities and Exchange Commission on June 24, 1994

						     Registration No. 33-
       __________________________________________________________________
		      SECURITIES AND EXCHANGE COMMISSION
			   Washington, D.C.  20549
			    ___________________
		     
				 Form S-8
      
			  Registration Statement
				   under
			the Securities Act of 1933
			   ___________________
	    
			     AMP INCORPORATED
	  (Exact name of registrant as specified in its charter)

		  Pennsylvania                       23-0332575
	   (state or other jurisdiction of        (I.R.S. Employer
	   incorporation or organization)        Identification No.)

			    470 Friendship Road
		      Harrisburg, Pennsylvania 17111
       (Address of principal executive offices, including zip code)

	AMP INCORPORATED STOCK OPTION PLAN FOR OUTSIDE DIRECTORS 
		       (Full title of the plan)

			     David F. Henschel
			     AMP Incorporated
			    470 Friendship Road
		       Harrisburg, Pennsylvania 17111
		  (Name and address of agent for service)

			     (717) 780-4205
       (Telephone number, including area code, of agent for service)

		     CALCULATION OF REGISTRATION FEE 
- -----------------------------------------------------------------------------
    Title of      |  Amount     |  Proposed    |  Proposed    |  Amount of
   Securities     |   to be     |   maximum    |   maximum    | registration
     to be        | registered  |   offering   |  aggregate   |     fee
   registered     |             |  price per   |  offering    |  
		  |             |   share  *1  |    price *1  | 
- -----------------------------------------------------------------------------
 Common Stock,    |  150,000    | $ 66.5625    | $ 9,984,375  | $ 3,442.89
without par value |   shares    |              |              |      
- -----------------------------------------------------------------------------
*1      Estimated on the basis of the average of the high and low prices of 
	the Common Stock of AMP Incorporated as reported on the New York Stock 
	Exchange Composite Tape on June 21, 1994 in accordance with Rule 457(c) 
	and (h) solely for purposes of calculating the registration fee.

				      Exhibit Index is found on Page 13 of 29.

				  Page 1 of 29
PART I

			      INFORMATION REQUIRED IN THE
				SECTION 10(a) PROSPECTUS

	In accordance with Form S-8 and Rule 428 promulgated under the 
	Securities Act of 1933, as amended (the "Securities Act"), the 
	documents containing the information required by Items 1 and 2 of 
	Part I are not filed as a part of this Registration Statement and 
	will be delivered to each outside director of AMP Incorporated who 
	participates in the AMP Incorporated Stock Option Plan for Outside 
	Directors (the "Plan").

				       PART II

			    INFORMATION REQUIRED IN THE
			      REGISTRATION STATEMENT
			   
Item 3. Incorporation of Documents by Reference.

	With respect to the registrant, AMP Incorporated (the "Company"), 
	the following documents heretofore filed by the Company with the 
	Securities and Exchange Commission pursuant to the Securities 
	Exchange Act of 1934, as amended (the "Exchange Act") (Commission 
	File No. 1-4235) are incorporated in this Registration Statement by 
	reference:

	1.  Annual Report on Form 10-K for the year ended December 31, 1993;

	2.  Quarterly Report on Form 10-Q for the quarter ended March 31, 1994;

	3.  As to the Company's Common Stock, which is registered under Section 
	    12 of the Exchange Act, the description of such class of securities 
	    as set forth in Article IV of the Company's Articles of 
	    Incorporation as restated, signed and sealed by the Secretary of 
	    the Company on July 28, 1993 (filed as Exhibit 3.(i) to the 
	    Company's Annual Report on Form 10-K for the year ended December 
	    31, 1993);

	4.  All reports and other documents filed by the Company pursuant to 
	    Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the 
	    date hereof and prior to the filing of a post-effective amendment 
	    which indicates that all securities offered hereby have been sold 

				  Page 2 of 29
or which deregisters all securities then remaining unsold, said 
	    reports and other documents to be deemed incorporated by reference 
	    and made a part hereof from the date of their filing.

Item 4. Description of Securities.

	Not applicable.

Item 5. Interests of Named Experts and Counsel.

	The opinion of counsel furnished in Exhibit 5 hereto as to the legality 
	of the 150,000 shares of AMP Common Stock being registered for issuance 
	under this Registration Statement is given by David F. Henschel, 
	Corporate Secretary and Associate General Legal Counsel and an officer 
	of the Company.

Item 6. Indemnification of Directors and Officers.

	The Company, as a Pennsylvania corporation, is subject to the 
	provisions of the Business Corporation Law of 1988 (the "BCL"), which 
	is Pennsylvania's corporation statute.  Subchapter D of Chapter 17 of 
	the BCL provides for the authority of Pennsylvania corporations to 
	indemnify directors, officers, employees or agents of the corporation, 
	or of another domestic or foreign corporation for profit or not-for-
	profit, partnership, joint venture, trust or other enterprise 
	(including without limitation, any employee benefit plan) who are 
	serving as such at the request of the corporation (individually, a 
	"Representative") against expenses (including attorneys' fees), 
	judgments, fines and amounts paid in settlement in the case of third 
	party actions, but only against expenses (including attorneys' fees) 
	in the case of derivative actions.  Unless ordered by a court, such 
	indemnification is to be made only as authorized in the specific case 
	upon a determination by the board of directors by a majority vote of a 
	quorum consisting of directors who were not parties to the action or 
	proceeding, by the shareholders or, if such quorum of the board is not 
	obtainable or a majority vote of disinterested directors so directs, by 
	independent legal counsel, that indemnification of the Representative 
	is proper in the circumstances.  Indemnification would be proper if the 
	Representative acted in good faith and in a manner he reasonably 
	believed to be in, or not opposed to, the best interests of the 
	corporation and, with respect to any criminal proceeding, had no 
	reasonable cause to believe his conduct was unlawful, provided that 
	under no circumstances would indemnification be proper in the case of 
	willful misconduct or recklessness.  

				  Page 3 of 29
In the case of a derivative action, indemnification shall not be made 
	in respect of any claim, issue or matter as to which a Representative 
	has been adjudged liable to the corporation unless, and only to the 
	extent that, a court of competent jurisdiction determines upon 
	application that, despite the adjudication of liability, but in view 
	of all the circumstances of the case, a Representative is fairly and 
	reasonably entitled to indemnity for the expenses that the court deems 
	proper.

	To the extent a Representative has been successful on the merits or 
	otherwise in the defense of a third party action or a derivative 
	action, indemnification is mandatory with respect to expenses 
	(including attorneys' fees) incurred in such defense.  The 
	corporation may advance defense expenses (including attorneys' fees) 
	upon receipt of an undertaking by or on behalf of the Representative 
	to repay such advances if it is ultimately determined that he is not 
	entitled to be indemnified, and a corporation may purchase insurance 
	on behalf of any Representative against any liability asserted against 
	him and incurred by him in any such capacity, or arising out of his 
	status as such, regardless of whether or not the corporation could 
	indemnify him against such liability.  The indemnification and 
	advancement of expenses provided under the BCL is expressly not 
	exclusive of any other rights to which a person may be entitled under 
	any bylaw, agreement, shareholder vote or otherwise.

	Under the BCL, limitation of director monetary liability for breach of 
	fiduciary duty is permitted provided that such provision is included 
	in a bylaw approved by the shareholders.  The shareholders of the 
	Company, at its Annual Meeting of Shareholders held on April 13, 1989, 
	approved such a provision in the Company's Bylaws.  This provision 
	provides that no director shall be personally liable for monetary 
	damages as a result of any act or omission, unless he or she has not 
	complied with the standard of care statutorily mandated for directors 
	and his or her acts or omissions constitute self-dealing, willful 
	misconduct or recklessness.  The standard of care is set forth in 
	Section 2.13 of the Bylaws, entitled "Standard of Care and Justifiable 
	Reliance", and basically requires the director to perform his or her 
	duties in good faith, in a manner he or she reasonably believes to be 
	in the best interests of the Company, and with such care, including 
	reasonable inquiry, skill and diligence, as a person of ordinary 
	prudence would use under similar circumstances.  The Bylaw provision 
	does not apply to liabilities of a director pursuant to any criminal 
	statute or for payment of taxes pursuant to local, state or federal 
	law.
				  Page 4 of 29
On October 23, 1991 the Board of Directors of the Company approved an 
	amendment to Article IV of the Company's Bylaws to provide for 
	indemnification to the extent permitted under the BCL.  Article IV 
	provides that the Company shall indemnify any director or officer of 
	the Company, and may indemnify any other employee or agent of the 
	Company, who is, was or becomes a party, or is threatened to be made a 
	party, to any threatened, pending or completed investigation, claim, 
	action, suit or proceeding, whether civil, criminal, administrative or 
	investigative, and whether formal or informal, and any appeal therein 
	in which any such person is involved (a "Proceeding") by reason of 
	being a Representative, or being a director, officer, employee or agent 
	of either a constituent corporation absorbed in a consolidation or 
	merger or another business entity at the request of such constituent 
	corporation, against all expenses (including attorneys' fees and 
	disbursements), judgments, fines, and amounts paid in settlement 
	actually and reasonably incurred by such person in connection with such 
	proceedings, except that in the case of derivative actions, 
	i) indemnification is limited to reasonably incurred expenses; and 
	ii) a person adjudged to be liable to the Company may not be 
	indemnified unless and only to the extent a court of competent 
	jurisdiction determines upon application that the person is fairly and 
	reasonably entitled to indemnity for the expenses that such court deems 
	proper.  Indemnification under Article IV applies to third party 
	actions and derivative actions commenced or continuing after the 
	adoption of the Article, whether arising from acts or omissions 
	occurring before or after such adoption.  Article IV provides that the 
	rights of directors and officers thereunder with respect to third 
	party actions are contractual rights.

	Article IV provides that indemnification of an indemnified party under 
	Article IV shall be made by the Company only when requested in writing 
	with supporting documentation and, in accordance with the provisions 
	of the BCL, a determination is made in each specific case that 
	indemnification of the Representative is proper under the 
	circumstances.  Such determination is to be made within 60 days after 
	receipt of the request and shall be made by a majority vote of 
	disinterested directors (if they constitute a quorum) or, under certain 
	circumstances, either by a written opinion of independent legal counsel 
	or by the shareholders.  If independent legal counsel is to make the 
	determination, then the disinterested directors or, if the 
	disinterested directors do not constitute a quorum, a majority of the 
	Board of Directors shall select counsel to which the indemnified party 
	does not reasonably object, except that in the event a change of 

				  Page 5 of 29
control as defined in Article IV shall have occurred, the indemnified 
	party shall select counsel to which the disinterested directors or, if 
	the disinterested directors do not constitute a quorum, to which a 
	majority of the Board of Directors do not reasonably object.  Once a 
	determination is made that the indemnified party is entitled to 
	indemnification, payment shall be made within 5 days thereafter, and 
	such determination shall be binding on the Company unless either the 
	indemnified party made a misrepresentation or failed to disclose a 
	material fact in requesting indemnification and supporting that 
	request, or such indemnification is prohibited by law.

	As permitted by the BCL, Article IV also requires that the Company 
	advance reasonable expenses to an indemnified party, upon determination 
	by the Board or its duly authorized committee, within 20 days after 
	receipt of a written request for such advance.  Such request must 
	reasonably identify, describe and document the legal expenses actually 
	and reasonably incurred by the indemnified party and, if required by 
	law, be accompanied by an undertaking of the indemnified party to 
	repay the advance if ultimately it should be determined that the 
	indemnified party is not entitled to be indemnified against such 
	expenses.  The advance may be made upon such terms and conditions, if 
	any, as the Board of Directors or its duly authorized committee deems 
	appropriate.  The financial ability of the indemnified party to make 
	repayment shall not be a prerequisite to the making of an advance.

	Article IV provides that an indemnified party shall not be entitled to 
	indemnification or the advancement of expenses if and to the extent 
	1) the indemnified party did not act in good faith and in a manner the 
	indemnified party reasonably believed to be in, or not opposed to, the 
	best interests of the Company and, with respect to any criminal 
	proceeding, had reasonable cause to believe his or her conduct was 
	unlawful, or 2) the Company enters into a contract with the 
	indemnified party that establishes reasonable limitations or 
	conditions on the indemnification of and advancement of expenses to 
	the indemnified party and such conditions preclude indemnification or 
	advancement of expenses under the circumstances at hand, or 3) payment 
	to the indemnified party would result in double payment, or 4) a court 
	of competent jurisdiction determines that such indemnification or 
	advancement of expenses is unlawful.  A termination of a third party 
	Proceeding, or any claim, issue or matter therein, by judgment, order,
	settlement or conviction, or upon a plea of nolo contendere or its 
	equivalent, shall not, of itself, adversely affect the right of the 

				  Page 6 of 29
indemnified party to indemnification or create a presumption that the 
	indemnified party did not meet the condition stated in 1) above.

	In accordance with the BCL, to the extent that an indemnified party is 
	successful on the merits or otherwise in defense of any third party or 
	derivative Proceeding, or in defense of any claim, issue or matter 
	therein, he shall be indemnified against expenses (including attorneys' 
	fees) actually and reasonably incurred in such defense.  Moreover, 
	Article IV provides that an indemnified party shall be indemnified 
	against any expenses actually and reasonably incurred in a successful 
	effort to enforce his or her rights of mandatory indemnification under 
	applicable law or his or her rights under Article IV if the 
	indemnified party prevails in any such enforcement proceeding, or on 
	a prorated basis if it is determined that the indemnified party is 
	entitled to receive only part of the indemnification or advancement 
	sought.

	Article IV provides that indemnification granted thereunder is not 
	exclusive of any other rights to which a person may otherwise be 
	entitled.  In addition, Article IV provides, as permitted by the BCL, 
	that the Company may purchase and maintain insurance on behalf of the 
	Company, its subsidiaries and affiliates, and any Representative, 
	against any liability asserted against such Representative or incurred 
	by such Representative in any such capacity, or arising out of said 
	Representative's status as such, whether or not the Company would have 
	the power to indemnify such person against that liability under the 
	provisions of applicable law.  The Company may also enter into 
	contracts with any Representative to provide contractual rights in 
	furtherance of the provisions of Article IV.  And Article IV provides 
	that the Company may give other indemnification to the extent not 
	prohibited by applicable law.

	As provided for in Article IV, the Company has entered into 
	indemnification agreements with each of its directors and officers and 
	with certain of its employees.  These agreements contain provisions 
	that afford rights with respect to indemnification and advancement of 
	expenses that are consistent with the authority given in Article IV.  
	The Company has also purchased and is maintaining directors' and 
	officers' liability insurance covering liabilities to directors or 
	officers of the Company arising by reason of wrongful acts committed 
	or allegedly committed by them, whether or not they are indemnified 
	by the Company.  The coverage does not extend to:  i) violations of 
	Section 16(b) of the Exchange Act; ii) dishonest, fraudulent or 
	criminal acts; iii) claims arising from libel or slander, or pollution 
	or 
				  Page 7 of 29
contamination events; iv) claims brought by one director or officer 
	against another or against the Company, other than for claims for 
	wrongful termination of employment; and v) claims arising from bodily 
	injury or property damage or by reason of the Employee Retirement 
	Income Security Act, both of which types of claims are intended to be 
	covered under other insurance policies.

Item 7. Exemption from Registration Claimed.

	Not applicable.

Item 8. Exhibits.

Exhibit
Number                    Description

4.A     AMP Incorporated Stock Option Plan for Outside Directors

4.B     Description of the Company's Common Stock as set forth in Article IV 
	of the Company's Articles of Incorporation as restated, signed and 
	sealed by the Secretary of the Company on July 28, 1993 (incorporated 
	by reference to Exhibit 3.(i) of the Company's Annual Report on Form 
	10-K for the year ended December 31, 1993).

4.C     Shareholder Rights Plan adopted by the Company's Board of Directors on 
	October 25, 1989 (incorporated by reference to Exhibit 4 of the 
	Company's Quarterly Report on Form 10-Q for the quarter ended 
	September 30, 1989).

4.D     Amendment Rights Agreement between the Company and Chemical Bank, as 
	Rights Agent for the Shareholder Rights Plan, dated September 4, 1992 
	(incorporated by reference to Exhibit 4-b of the Company's Annual 
	Report on Form 10-K for the calendar year ended December 31, 1992).

5       Opinion and Consent of Counsel as to the legality of the securities 
	being registered.

23.A    Consent of Independent Public Accountants.

23.B    Consent of Counsel (included in Exhibit 5).
	
				  Page 8 of 29
Item 9. Undertakings.

The Company hereby undertakes:

(a)(1)  To file, during any period in which offers or sales are being made, a 
	post-effective amendment to this Registration Statement to

	i)      include any prospectus required by Section 10(a)(3) of the 
		Securities Act;

	ii)     reflect in the prospectus any facts or events arising after 
		the effective date of this Registration Statement (or the 
		most recent post-effective amendment thereof) which, 
		individually or in the aggregate, represent a fundamental 
		change to the information set forth in this Registration 
		Statement; and

	iii)    include any material information with respect to the plan of 
		distribution not previously disclosed in this Registration 
		Statement or any material change to such information in this 
		Registration Statement;

	provided, however, that subsections (i) and (ii) above do not apply if 
	the information required to be included in a post-effective amendment 
	by those subsections is contained in periodic reports filed by the 
	registrant pursuant to Section 13 or 15(d) of the Exchange Act that 
	are incorporated by reference in this Registration Statement.

   (2)  That, for the purpose of determining any liability under the Securities 
	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)     That, for purposes of determining any liability under the Securities 
	Act, each filing of the Company's annual report pursuant to Section 
	13(a) or 15(d) of the Exchange Act (and, where applicable, each filing 
	of an employee benefit plan's annual report pursuant to Section 15(d)

				  Page 9 of 29
of the Exchange Act) that is incorporated by reference in this 
	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.

(h)     Insofar as indemnification for liabilities under the Securities Act 
	may be permitted to directors, officers and controlling persons of 
	the Company pursuant to the foregoing provisions, or otherwise, that 
	the Company has been advised that in the opinion of the Securities and 
	Exchange Commission such indemnification is against public policy as 
	expressed in the Securities Act and is, therefore, unenforceable.  In 
	the event that a claim for indemnification against such liabilities 
	(other than the payment by the Company of expenses incurred or paid by 
	a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of 
	such issue.
				  Page 10 of 29
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the 
Company 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 Myerstown, Commonwealth of Pennsylvania, on the 
22nd day of June, 1994.

				    AMP Incorporated

				    By: /s/   J. E. Marley                                                  
				    -----------------------------
					    J. E. Marley
					Chairman of the Board

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below, constitutes and appoints James E. Marley and David F. Henschel, and 
each of them, his or her true and lawful attorneys-in-fact and agents, with 
full power of substitution and resubstitution, for him or her and in his or 
her name, place and stead, in any and all capacities, to sign the name of the 
undersigned to the Registration Statement on Form S-8 filed herewith with the 
Securities and Exchange Commission under the Securities Act of 1933, as 
amended, relating to the shares of Common Stock, no par value, of AMP 
Incorporated that are issuable under the AMP Incorporated Stock Option Plan 
for Outside Directors, including any and all pre-effective and post-
effective amendments to said Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and to perform
each and every act and thing requisite or necessary to be done in and about
the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their substitutes, shall or
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this 
Registration Statement has been signed by the following persons in the 
capacities and on the date indicated.

	   Signature                        Title                     Date

  /s/   J. E. Marley                Chairman of the Board        June 22, 1994
- ------------------------------      and a Director
      J. E. Marley 

  /s/   W. J. Hudson Jr.            Chief Executive Officer      June 22, 1994
- ------------------------------      and President, and a
      W. J. Hudson, Jr.              Director (Principal 
				    Executive Officer)

  /s/   B. Savidge                  Executive Vice President,    June 22, 1994
- ------------------------------      Chief Financial Officer,
      B. Savidge                     and a Director (Principal
				    Financial Officer)

				  Page 11 of 29
Signature                        Title                     Date
	   
   /s/   D. C. Cornelius            Controller                   June 22, 1994
 ------------------------------ 
      D. C. Cornelius

   /s/   D. F. Baker                Director                     June 22, 1994
 ------------------------------  
      D. F. Baker    

   /s/   J. J. Burdge               Director                     June 22, 1994
 ------------------------------
      J. J. Burdge   

   /s/   W. E. C. Dearden           Director                     June 22, 1994
 ------------------------------
      W. E. C. Dearden
	
   /s/   Ralph D. DeNunzio          Director                     June 22, 1994
 ------------------------------ 
      R. D. DeNunzio 
       
   /s/   B. H. Franklin             Director                     June 22, 1994
 ------------------------------  
      B. H. Franklin

   /s/   Joseph M. Hixon            Director                     June 22, 1994
 ------------------------------ 
      J. M. Hixon III

   /s/   H. A. McInnes              Director                     June 22, 1994
 ------------------------------    
      H. A. McInnes

   /s/   John C. Morley             Director                     June 22, 1994
 ------------------------------
      J. C. Morley   

   /s/   W. F. Raab                 Director                     June 22, 1994
 ------------------------------   
      W. F. Raab      

   /s/   P. G. Schloemer            Director                     June 22, 1994
 ------------------------------
      P. G. Schloemer 

				  Page 12 of 29
EXHIBIT INDEX

Exhibit
Number                             Description                           Page

4.A     AMP Incorporated Stock Option Plan for Outside Directors       14 of 29

4.B     Description of the Company's Common Stock as set
	forth in Article IV of the Company's Articles of
	Incorporation as restated, signed and sealed by the Secretary 
	of the Company on July 28, 1993 (incorporated herein as 
	Exhibit 4.B by reference to Exhibit 3.(i) of the Company's
	Annual Report on Form 10-K for the year ended December 
	31, 1993).

4.C     Shareholder Rights Plan adopted by the Company's Board of
	Directors on October 25, 1989 (incorporated herein as Exhibit 
	4.C by reference to Exhibit 4 of the Company's Quarterly 
	Report for the quarter ended September 30, 1989).

4.D     Amendment Rights Agreement between the Company and 
	Chemical Bank, as Rights Agent for the Shareholder Rights 
	Plan, dated September 4, 1992 (incorporated herein as 
	Exhibit 4.D by reference to Exhibit 4-b of the Company's 
	Annual Report on Form 10-K for the calendar year ended
	December 31, 1992).

5       Opinion and Consent of Counsel as to the legality of           25 of 29
	the securities being registered.

23.A    Consent of Independent Public Accountants.                     28 of 29

23.B    Consent of Counsel (included in Exhibit 5).

				  Page 13 of 29