As filed with the Securities and Exchange Commission on November 14, 1996

                                               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 1997 STOCK AWARD PLAN FOR THE
                         GLOBAL AMP MARKETING AND SALES FORCE
                            (Full title of the plan)

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

                                 (717) 592-4205
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
  Title of   |  Amount to be | Proposed Maximum | Proposed Maximum| Amount of
 Securities  |  Registered   |  Offering Price  |   Aggregate     |Registration
   to be     |               |   Per Share *1   | Offering Price  |    Fee
 Registered  |               |                  |              *1 |
-------------|---------------|------------------|-----------------|------------
Common Stock,|   1,000,000   |     $33.875      |   $33,875,000   | $10,265.15
without par  |    shares     |                  |                 |
value        |               |                  |                 |
-------------|---------------|------------------|-----------------|------------

*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 November 11, 1996, in accordance with Rule 457(c) and (h)
   and solely for purposes of calculating the registration fee.

                                                     Includes an Exhibit Index


                                       1
<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 employee of the registrant
and its subsidiaries who is eligible to participate in the AMP Incorporated 1997
Stock Award Plan for the Global AMP Marketing and Sales Force (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, 1995;

2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

3.   Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;

4.   Quarterly Report on Form 10-Q for the quarter ended September 30, 1996;

5.   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 the Company's Registration Statement on Form 8-B (File No. 1-4235) filed
     on April 10, 1989, and any amendment or report filed for the purpose of
     updating such description;

6.   The description of the rights under the Rights Agreement between the
     Company and Chemical Bank, dated as of October 25, 1989 (the "Rights
     Agreement"), set forth in the Company's Registration Statement on Form 8-A
     (File No. 1-4235) filed on November 7, 1989, and any amendment or report
     filed for the purpose of updating any such description; and

7.   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 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.

     Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superceded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated herein by reference
modifies or supercedes such statement. Any such statement so modified or
superceded shall not be deemed, except as modified or superceded, to constitute
a part of this Registration Statement.

                                       2
<PAGE>
Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     An opinion on the legality of the shares of Common Stock being offered
hereby will be given for the Company by David F. Henschel, Corporate Secretary
and Associate General Legal Counsel and an officer of the Company. Mr. Henschel
beneficially owns shares of Common Stock and holds options to purchase
additional shares of Common Stock.

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 or she 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 or her conduct was
unlawful, provided that under no circumstances would indemnification be proper
in the case of willful misconduct or recklessness.

     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
or she is not entitled to be indemnified, and a corporation may purchase
insurance on behalf of any Representative against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of
his or her status as such, regardless of whether or not the corporation could
indemnify him or her against such liability. The indemnification and advancement

                                       3
<PAGE>
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.

     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

                                 4
<PAGE>
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 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
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
                                       5
<PAGE>
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. Article IV further 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 cost to the Company to maintain such insurance for the benefit of its
directors and officers is approximately $500,000 per year. The coverage does not
extend to: i) violations of Section 16(b) of the Exchange Act; ii) deliberately
fraudulent acts or omissions or willful violations of any statute; iii) claims
arising from pollution or contamination events unless involved in a shareholder
lawsuit or derivative action under circumstances where the Company does not have
the financial ability to provide indemnification or is otherwise not permitted
or required to do so; 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, mental or emotional
distress, sickness, disease, death or property damage or by reason of the
Employee Retirement Income Security Act, 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  Shareholder Rights Plan between the Company and Manufacturers Hanover Trust
     Company, as Rights Agent, adopted by the Company's Board of Directors on
     October 25, 1989 (incorporated by reference to Exhibit 4.A of the Company's
     Annual Report on Form 10-K for the year ended December 31, 1994)

4.B  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)

4.C  Instruments defining the rights of holders of long-term debt, including
     indentures. Upon request of the Securities and Exchange Commission, the
     Company hereby undertakes to furnish copies of the instruments with respect
     to its long-term debt, none of which have been registered or authorize
     securities in a total amount that exceeds 10 percent of the total assets of
     the Company and its subsidiaries on a consolidated basis.

5    Opinion and Consent of David F. Henschel, Associate General Legal Counsel
     of the Company, as to the legality of the securities being registered


                                       6
<PAGE>
23.A Consent of Independent Public Accountants

23.B Consent of David F. Henschel (included in his opinion filed as Exhibit 5)

24   Power of Attorney is included on page 9 of this Registration Statement

99   AMP Incorporated 1997 Stock Award Plan for the Global AMP Marketing and
     Sales Force

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. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          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 with or furnished to the
     Commission by the Company 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) of the
     Exchange Act) that is incorporated by reference in this Registration

                                       7
<PAGE>
     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, 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.

                                       8
<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 the City of Harrisburg, Commonwealth of Pennsylvania, on the 23rd
day of October, 1996.

                                AMP Incorporated

                              By: /s/ J. E. Marley
                          -----------------------------
                                  J. E. Marley
                                    Chairman

     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 any and all pre-effective and post-effective amendments 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 1997 Stock Award Plan for the Global AMP Marketing and Sales Force,
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 foregoing, 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, and a            October 23, 1996
------------------------------      Director
      J. E. Marley

  /s/   W. J. Hudson                Chief Executive Officer    October 23, 1996
------------------------------      and President, and a
      W. J. Hudson, Jr.             Director (Principal
                                    Executive Officer)

  /s/   R. Ripp                     Vice President and         October 23, 1996
------------------------------      Chief Financial Officer
      R. Ripp                       (Principal Financial
                                    Officer)

   /s/   W. S. Urkiel               Controller                 October 23, 1996
 ------------------------------
      W. S. Urkiel

                                       9
<PAGE>
                                    Director                   October __, 1996
-------------------------------
      D. F. Baker

   /s/   Ralph D. DeNunzio          Director                   October 23, 1996
-------------------------------
      Ralph D. DeNunzio

   /s/   Barbara H. Franklin        Director                   October 23, 1996
-------------------------------
      B. H. Franklin

   /s/   J. M. Hixon III            Director                   October 23, 1996
-------------------------------
      J. M. Hixon III

   /s/   J. Magliochetti            Director                   October 23, 1996
-------------------------------
      J. M. Magliochetti

   /s/   H. A. McInnes              Director                   October 23, 1996
-------------------------------
      H. A. McInnes

   /s/   J. J. Meyer                Director                   October 23, 1996
-------------------------------
      J. J. Meyer

   /s/   John C. Morley             Director                   October 23, 1996
-------------------------------
      John C. Morley

   /s/   W. F. Raab                 Director                   October 23, 1996
-------------------------------
      W. F. Raab

                                    Director                   October __, 1996
-------------------------------
      P. G. Schloemer

   /s/   T. Shiina                  Director                   October 23, 1996
-------------------------------
      T. Shiina


                                       10
<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number                    Description

4.A  Shareholder Rights Plan between the Company and Manufacturers Hanover Trust
     Company, as Rights Agent, adopted by the Company's Board of Directors on
     October 25, 1989 (incorporated by reference to Exhibit 4.A of the Company's
     Annual Report on Form 10-K for the year ended December 31, 1994)

4.B  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)

4.C  Instruments defining the rights of holders of long-term debt, including
     indentures. Upon request of the Securities and Exchange Commission, the
     Company hereby undertakes to furnish copies of the instruments with respect
     to its long-term debt, none of which have been registered or authorize
     securities in a total amount that exceeds 10 percent of the total assets of
     the Company and its subsidiaries on a consolidated basis.

5    Opinion and Consent of David F. Henschel, Associate General Legal Counsel
     of the Company, as to the legality of the securities being registered

23.A Consent of Independent Public Accountants

23.B Consent of David F. Henschel (included in his opinion filed as Exhibit 5)

24   Power of Attorney is included on page 9 of this Registration Statement

99   AMP Incorporated 1997 Stock Award Plan for the Global AMP Marketing and
     Sales Force
                                    11
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8 TEXT", "secsgml_size_bytes": 32836}]
{"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": "S-8", "act": "33", "file-number": "333-16107", "film-number": "96663207"}, "business-address": {"street1": "P O 3608", "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 November 14, 1996

                                               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 1997 STOCK AWARD PLAN FOR THE
                         GLOBAL AMP MARKETING AND SALES FORCE
                            (Full title of the plan)

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

                                 (717) 592-4205
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
  Title of   |  Amount to be | Proposed Maximum | Proposed Maximum| Amount of
 Securities  |  Registered   |  Offering Price  |   Aggregate     |Registration
   to be     |               |   Per Share *1   | Offering Price  |    Fee
 Registered  |               |                  |              *1 |
-------------|---------------|------------------|-----------------|------------
Common Stock,|   1,000,000   |     $33.875      |   $33,875,000   | $10,265.15
without par  |    shares     |                  |                 |
value        |               |                  |                 |
-------------|---------------|------------------|-----------------|------------

*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 November 11, 1996, in accordance with Rule 457(c) and (h)
   and solely for purposes of calculating the registration fee.

                                                     Includes an Exhibit Index

                                       1
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 employee of the registrant
and its subsidiaries who is eligible to participate in the AMP Incorporated 1997
Stock Award Plan for the Global AMP Marketing and Sales Force (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, 1995;

2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

3.   Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;

4.   Quarterly Report on Form 10-Q for the quarter ended September 30, 1996;

5.   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 the Company's Registration Statement on Form 8-B (File No. 1-4235) filed
     on April 10, 1989, and any amendment or report filed for the purpose of
     updating such description;

6.   The description of the rights under the Rights Agreement between the
     Company and Chemical Bank, dated as of October 25, 1989 (the "Rights
     Agreement"), set forth in the Company's Registration Statement on Form 8-A
     (File No. 1-4235) filed on November 7, 1989, and any amendment or report
     filed for the purpose of updating any such description; and

7.   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 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.

     Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superceded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated herein by reference
modifies or supercedes such statement. Any such statement so modified or
superceded shall not be deemed, except as modified or superceded, to constitute
a part of this Registration Statement.

                                       2
Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     An opinion on the legality of the shares of Common Stock being offered
hereby will be given for the Company by David F. Henschel, Corporate Secretary
and Associate General Legal Counsel and an officer of the Company. Mr. Henschel
beneficially owns shares of Common Stock and holds options to purchase
additional shares of Common Stock.

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 or she 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 or her conduct was
unlawful, provided that under no circumstances would indemnification be proper
in the case of willful misconduct or recklessness.

     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
or she is not entitled to be indemnified, and a corporation may purchase
insurance on behalf of any Representative against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of
his or her status as such, regardless of whether or not the corporation could
indemnify him or her against such liability. The indemnification and advancement

                                       3
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.

     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

                                 4
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 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
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
                                       5
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. Article IV further 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 cost to the Company to maintain such insurance for the benefit of its
directors and officers is approximately $500,000 per year. The coverage does not
extend to: i) violations of Section 16(b) of the Exchange Act; ii) deliberately
fraudulent acts or omissions or willful violations of any statute; iii) claims
arising from pollution or contamination events unless involved in a shareholder
lawsuit or derivative action under circumstances where the Company does not have
the financial ability to provide indemnification or is otherwise not permitted
or required to do so; 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, mental or emotional
distress, sickness, disease, death or property damage or by reason of the
Employee Retirement Income Security Act, 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  Shareholder Rights Plan between the Company and Manufacturers Hanover Trust
     Company, as Rights Agent, adopted by the Company's Board of Directors on
     October 25, 1989 (incorporated by reference to Exhibit 4.A of the Company's
     Annual Report on Form 10-K for the year ended December 31, 1994)

4.B  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)

4.C  Instruments defining the rights of holders of long-term debt, including
     indentures. Upon request of the Securities and Exchange Commission, the
     Company hereby undertakes to furnish copies of the instruments with respect
     to its long-term debt, none of which have been registered or authorize
     securities in a total amount that exceeds 10 percent of the total assets of
     the Company and its subsidiaries on a consolidated basis.

5    Opinion and Consent of David F. Henschel, Associate General Legal Counsel
     of the Company, as to the legality of the securities being registered

                                       6
23.A Consent of Independent Public Accountants

23.B Consent of David F. Henschel (included in his opinion filed as Exhibit 5)

24   Power of Attorney is included on page 9 of this Registration Statement

99   AMP Incorporated 1997 Stock Award Plan for the Global AMP Marketing and
     Sales Force

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. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          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 with or furnished to the
     Commission by the Company 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) of the
     Exchange Act) that is incorporated by reference in this Registration

                                       7
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, 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.

                                       8
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 the City of Harrisburg, Commonwealth of Pennsylvania, on the 23rd
day of October, 1996.

                                AMP Incorporated

                              By: /s/ J. E. Marley
                          -----------------------------
                                  J. E. Marley
                                    Chairman

     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 any and all pre-effective and post-effective amendments 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 1997 Stock Award Plan for the Global AMP Marketing and Sales Force,
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 foregoing, 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, and a            October 23, 1996
------------------------------      Director
      J. E. Marley

  /s/   W. J. Hudson                Chief Executive Officer    October 23, 1996
------------------------------      and President, and a
      W. J. Hudson, Jr.             Director (Principal
                                    Executive Officer)

  /s/   R. Ripp                     Vice President and         October 23, 1996
------------------------------      Chief Financial Officer
      R. Ripp                       (Principal Financial
                                    Officer)

   /s/   W. S. Urkiel               Controller                 October 23, 1996
 ------------------------------
      W. S. Urkiel

                                       9
Director                   October __, 1996
-------------------------------
      D. F. Baker

   /s/   Ralph D. DeNunzio          Director                   October 23, 1996
-------------------------------
      Ralph D. DeNunzio

   /s/   Barbara H. Franklin        Director                   October 23, 1996
-------------------------------
      B. H. Franklin

   /s/   J. M. Hixon III            Director                   October 23, 1996
-------------------------------
      J. M. Hixon III

   /s/   J. Magliochetti            Director                   October 23, 1996
-------------------------------
      J. M. Magliochetti

   /s/   H. A. McInnes              Director                   October 23, 1996
-------------------------------
      H. A. McInnes

   /s/   J. J. Meyer                Director                   October 23, 1996
-------------------------------
      J. J. Meyer

   /s/   John C. Morley             Director                   October 23, 1996
-------------------------------
      John C. Morley

   /s/   W. F. Raab                 Director                   October 23, 1996
-------------------------------
      W. F. Raab

                                    Director                   October __, 1996
-------------------------------
      P. G. Schloemer

   /s/   T. Shiina                  Director                   October 23, 1996
-------------------------------
      T. Shiina

                                       10
EXHIBIT INDEX

Exhibit
Number                    Description

4.A  Shareholder Rights Plan between the Company and Manufacturers Hanover Trust
     Company, as Rights Agent, adopted by the Company's Board of Directors on
     October 25, 1989 (incorporated by reference to Exhibit 4.A of the Company's
     Annual Report on Form 10-K for the year ended December 31, 1994)

4.B  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)

4.C  Instruments defining the rights of holders of long-term debt, including
     indentures. Upon request of the Securities and Exchange Commission, the
     Company hereby undertakes to furnish copies of the instruments with respect
     to its long-term debt, none of which have been registered or authorize
     securities in a total amount that exceeds 10 percent of the total assets of
     the Company and its subsidiaries on a consolidated basis.

5    Opinion and Consent of David F. Henschel, Associate General Legal Counsel
     of the Company, as to the legality of the securities being registered

23.A Consent of Independent Public Accountants

23.B Consent of David F. Henschel (included in his opinion filed as Exhibit 5)

24   Power of Attorney is included on page 9 of this Registration Statement

99   AMP Incorporated 1997 Stock Award Plan for the Global AMP Marketing and
     Sales Force
                                    11