EX-10.J
                                THIRD AMENDMENT
                                     TO THE
                                AMP INCORPORATED
                           DEFERRED COMPENSATION PLAN

The AMP Incorporated Deferred Compensation Plan, as first adopted effective 
January 1, 1995, is hereby amended in the following respects:

1.   Effective as of October 23, 1996, the text of Section 2.6 of the Plan is 
     amended to provide as follows:
 
     a)   For purposes of the Plan, a change of control of the Corporation 
          ("Change in Control") shall be deemed to have occurred if the 
          event set forth in any one of the following paragraphs shall have 
          occurred:
 
          i)   any Person (as defined below) is or becomes the beneficial 
               owner (as defined in Rule 13d-3 under the Exchange Act), 
               directly or indirectly, of securities of the Corporation 
               (not included in the securities beneficially owned by such 
               Person any securities acquired directly from the Corporation 
               or its affiliates) representing 30% or more of either the 
               then outstanding shares of common stock of the Corporation 
               or the combined voting power of the Corporation's then 
               outstanding securities; or
 
          ii)  the following individuals cease for any reason to constitute 
               a majority of the number of directors then serving: 
               individuals who, on the date hereof, constitute the Board 
               and any new director (other than a director whose initial 
               assumption of office is in connection with an actual or 
               threatened election contest, including but not limited to a 
               consent solicitation, relating to the election of directors 
               of the Corporation) whose appointment or election by the 
               Board or nomination for election by the Corporation's 
               stockholders was approved by a vote of at least two-thirds 
               (2/3) of the directors then still in office who either were 
               directors on the date hereof or whose appointment, election 
               or nomination for election was previously so approved; or
 
          iii) there is consummated a merger or consolidation of the Corporation
               with any other corporation or the issuance of voting securities
               of the Corporation in connection with a merger or consolidation
               of the Corporation (or any direct or indirect subsidiary of the
               Corporation) pursuant to applicable stock exchange requirements,
               other than (A) a merger or consolidation that would result in the
               voting securities of the Corporation outstanding immediately
               prior to such merger or consolidation continuing to represent
               (either by remaining outstanding or by being converted into
               voting securities of the surviving entity or any parent thereof)
               at least 50% of the combined voting power of the voting
               securities of the Corporation, or such surviving entity or any
               parent thereof, outstanding immediately after such merger or
               consolidation, or (B) a merger or consolidation effected to
               implement a recapitalization of the Corporation (or similar
               transaction) in which no Person is or becomes the beneficial
               owner (as defined in Rule 13d-3 under the Exchange Act), directly
               or indirectly, of securities of the Corporation (not including in
               the securities beneficially owned by such Person any securities
               acquired directly from the Corporation or its affiliates)
               representing 30% or more of either the then outstanding shares of
               common stock of the Corporation or the combined voting power of
               the Corporation's then outstanding securities; or
 
          iv)  the stockholders of the Corporation approve a plan of complete
               liquidation or dissolution of the Corporation or there is
               consummated an agreement for the sale or disposition by the
               Corporation of all or substantially all of the Corporation's
               assets, other than a sale or disposition by the Corporation of
               all or substantially all of the Corporation's assets to an
               entity, at least 70% of the combined voting power of the voting
               securities of which are owned by Persons in substantially the
               same proportions as their ownership of the Corporation
               immediately prior to such sale.
 
     b)   Person. For the purpose of this Section, "Person" shall have the
          meaning given in Section 3(a)(9) of the Exchange Act, as modified and
          used in Sections 13(d) and 14(d) thereof, except that such term shall
          not include:
 
          i)   the Corporation or any of its subsidiaries;
 
          ii)  a trustee or other fiduciary holding securities under an employee
               benefit plan of the Corporation or any of its subsidiaries;
 
          iii) an underwriter temporarily holding securities pursuant to an
               offering of such securities; or
 
          iv)  a corporation owned, directly or indirectly, by the stockholders
               of the Corporation in substantially the same proportions as their
               ownership of stock of the Corporation."

2.   Effective January 1, 1996. Section 4.2 of the Plan is amended to provide 
     as follows:

     4.2 Matching Amounts

     The  Employer shall provide Matching Amounts under this Plan with respect
     to each Participant based on the Matching Percentage in effect from
     time to time under the Savings Plan. For each payroll period when a
     Participant is not eligible to participate in the Savings Plan, the
     total Matching Amounts under the Plan shall equal the Matching
     Percentage of the matchable portion of the Base Salary deferred by the
     Participant under the Plan. For all other payroll periods, the total
     Matching Amounts under this Plan on behalf of a Participant shall
     equal the difference between (i) the Matching Percentage of the
     matchable portion of the Base Salary deferral elected by a Participant
     and (ii) the Matching Percentage of the matchable portion of the
     Participant's Base Salary for such Plan Year that is not in excess of
     the annual limit on includable compensation in effect under Code
     Section 401(a)(17). For purposes hereof, the matchable portion of the
     Participant's Plan deferrals shall be determined in the same manner as
     the matchable portion of the Participant's Savings Plan pre-tax
     elective deferrals, without regard however to any Code-related
     limitations on compensation or contributions.

3.   Effective January 1, 1997, Exhibit A to the Plan is amended to add certain
     individuals as Eligible Employees for Plan purposes. Effective on such
     date, the Exhibit A attached hereto shall replace and become Exhibit A for
     purposes of the Plan.

4.   Effective January 1, 1997, the Exhibit B attached hereto shall replace and
     become Exhibit B for purposes of the Plan.


                        *               *               *

        EXECUTED this 31st day of December, 1996.


                                 AMP Incorporated

Attest: /s/  D. F. Henschel      By:   /s/  J. E. Marley
       --------------------          -------------------------
                                 Title:    Chairman


                           EXHIBIT A
                                         Re: Section 3.1 - Eligible Employees

The Committee has determined that the following named individuals are eligible
to participate in the Plan as Eligible Employees:
<PAGE>
                                    Initial
     Name            SS #      Eligibility Date
     ----            ----      ----------------
J. Ballantyne     ###-##-####      01/01/96
R. Clark          ###-##-####      01/01/96
H. Cole           ###-##-####      01/01/95
D. Cornelius      ###-##-####      01/01/95
T. Dalrymple      ###-##-####      01/01/95
T. DiClemente     ###-##-####      01/01/96
L. Dittmann       ###-##-####      01/01/97
K. Drysdale       ###-##-####      01/01/95
R. Gassner        ###-##-####      01/01/95
C. Goonrey        ###-##-####      01/01/95
D. Grabbe         ###-##-####      01/01/97
P. Guarneschelli  ###-##-####      01/01/95
J. Gurski         ###-##-####      01/01/95
J. Hassan         ###-##-####      01/01/95
D. Henschel       ###-##-####      01/01/96
L. Hill           ###-##-####      01/01/96
D. Hooper         ###-##-####      01/01/95
D. Horowitz       ###-##-####      01/01/95
W. Hudson         ###-##-####      01/01/95
N. Kapany         ###-##-####      01/01/97
A. Kastel         ###-##-####      01/01/95
J. Kegel          ###-##-####      01/01/95
A. Keizer         ###-##-####      01/01/96
R. Knerr          ###-##-####      01/01/95
H. Line           ###-##-####      01/01/96
J. Marley         ###-##-####      01/01/95
L. Miller         ###-##-####      01/01/96
J. Overbaugh      ###-##-####      01/01/96
H. Peiffer        ###-##-####      04/01/95
N. Proietto       ###-##-####      01/01/95
R. Ripp           ###-##-####      01/01/95
C. Ritter         ###-##-####      01/01/96
D. Roche          ###-##-####      01/01/96
N. Spatz          ###-##-####      01/01/96
P. Timashenka     ###-##-####      01/01/96
L. Tropea         ###-##-####      01/01/97
W. Urkiel         ###-##-####      01/01/96
R. Vance          ###-##-####      01/01/96
L. Walker         ###-##-####      01/01/96
D. Wilkie         ###-##-####      01/01/95
M. Yohe           ###-##-####      01/01/96
T. Zettlemoyer    ###-##-####      01/01/96

<PAGE>
                                                                     EXHIBIT B
                                                              
                                         Re:  Section 4.1 - Amount of Deferral
                                                              
                                  Dated:  As amended effective January 1, 1997
                                                              
As of the date above, and effective until this Exhibit is Modified by the 
Committee, the table below indicates the types of compensation which are 
eligible for income deferral at the assigned percentages as noted:
                                                 
    Type of         Maximum Percentage that          Other Limitations 
 Compensation         can be deferred                               
-------------       -----------------------         -------------------
Base Salary         For each payroll period when    Deferrals to this Plan will
                    an Eligible Employee is not     be further limited to
                    eligible to participate in      prevent Participant income
                    a Code Section 401(k) salary    for qualified plan purposes
                    deferral arrangement, 25%       from falling below the limit
                    of base salary paid;            as described in
                    otherwise, 25% of salary        IRC 401(a)(17), currently
                    paid reduced by 100% of the     set $160,000.
                    then-applicable maximum
                    available Code Section
                    401(k) salary deferral for
                    the payroll period resulting
                    from application of Code
                    Sections 402(g) and 401(a)(17).
                    For example, an Eligible
                    Employee with base salary
                    paid in 1997 equal to 
                    $240,000 who was eligible for
                    401(k) participation for the
                    full year could defer under
                    the Plan for 1997 a maximum
                    of 25% of $240,000, (i.e.,
                    $60,000), reduced by $9,500,
                    which leaves $50,500 as the
                    maximum base salary deferral.
                    *                                               
                                                                    
Management          100% of Awarded Bonus           In increments of 25% or the
Incentive Plan                                      entire amount of the Bonus
                                                    awarded in excess of a 
                                                    stated dollar amount.     
                                                                    
Any Other           100% of Awarded Bonus           In increments of 25% or the
Annual Cash                                         entire amount of the Bonus
Bonus Plan of                                       awarded in excess of a
an Employer                                         stated dollar amount.     


* However, if the Eligible Employee is first eligible for 401(k) deferrals 
July 1, through June 30 the employee could defer 25% of base salary each pay 
period, and after June 30 could defer 25% of base salary reduced by $791.67
each pay period (i.e., reduced by $9,500 divided over 12 pay periods).

defcomp\exhbamd1/01/97