SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ----------------------------------
                                   FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

   (Mark One)
      [     X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997

                                       OR
      [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from          to

                           Commission File No. 1-4235

                               AMP Incorporated
      --------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


            Pennsylvania                              23-0332575
    ---------------------------------             -------------------
     (State or Other Jurisdiction                 (I.R.S. Employer
    of Incorporation or Organization)             Identification No.)

         PO Box 3608
         Harrisburg, Pennsylvania                     17105-3608
   ----------------------------------------         --------------
   (Address of Principal Executive Offices)           (Zip Code)

      Registrant's telephone number, including area code   (717) 564-0100
                                                           --------------

      Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of Each Exchange on
          Title of Each Class                        Which Registered

      Common Stock (without Par Value)                   New York
(Outstanding at 3/3/98 - 219,559,875 shares)

          Securities registered pursuant to Section 12(g) of the Act:

                                      None
     ---------------------------------------------------------------------
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                             Yes [X] .   No [  ] .

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 3, 1998: $9,451,952,342 (216,663,664 shares at $43.625
per share). For purposes of the foregoing calculation, all directors and
executive officers have been deemed to be affiliates, but such assumption should
not be construed as a determination by the registrant that all such individuals
are in fact affiliates of the registrant.

===============================================================================
Documents Incorporated by Reference:
     1. Cited portions of the Annual Report to shareholders for fiscal year
        ended December 31, 1997 (Parts I, II, IV)
     2. Cited portions of the Proxy Statement for the AMP Incorporated 1998
        Annual Shareholders' Meeting, specifically excluding the Performance
        Graph and the Compensation and Management Development Committee Report
        on Executive Compensation (Part III)


                  10-K REPORT FOR YEAR ENDED DECEMBER 31, 1997
PART I.

ITEM 1.   BUSINESS

     AMP Incorporated designs, manufactures and markets a broad range of
electronic, electrical and electro-optic connection devices and an expanding
number of interconnection systems and connector-intensive assemblies. The
Company's products have potential uses wherever an electronic, electrical,
computer or telecommunications system is involved, and are becoming increasingly
critical to the performance of these systems as voice, data and video
communications converge. The Company's customers are as diverse as the products
themselves, and include such differing types of accounts as original equipment
manufacturers (OEMs) and their subcontractors, utilities, government agencies,
distributors, value-added resellers, and customers who install, maintain and
repair equipment. The industries covered by these accounts include Automotive,
Power Technology, Personal Computer, Communications, and Consumer/Industrial.
The Company markets its products worldwide primarily through its own direct
sales force, but also through distributors and value-added resellers to respond
to customer buying preferences. In 1997, 84% of product was sold through direct
channels to market and 16% through distribution. The Company has established
more than 330 facilities located in 53 countries to serve customers in the
current and emerging markets throughout the world. The Company is positioning
itself to be a market-driven, "GLOBE-ABLE" organization.

     The Company was incorporated in 1941 as a New Jersey corporation under the
name Aircraft-Marine Products, Inc. At that time the focus of the Company's
operations was the terminal business. In 1952 the Company established its first
international operations, located in Canada and France. In 1956 the Company
changed its name to AMP Incorporated and became publicly owned. During the 1960s
and 1970s the Company expanded its focus to varying types of connectors,
including those required in the computer industry. The Company reincorporated in
Pennsylvania in 1989. The world leader in electronic/electrical connection
devices and associated application tools and machines, over the past 5 years the
Company has been diversifying into total interconnection systems, related
components, and connector-intensive assemblies. At the end of 1997 the Company
employed approximately 46,500 people worldwide, up 1,500 from year-end 1996.

     Markets
     -------
     The Company serves over 90,000 customers located in over 145 countries,
covering many diverse markets. Key financial measures charting the development
of the Company's business during the past seven years are set forth in the
"Historical Data" table of the Company's 1997 Annual Report to Shareholders, and
certain of these measures for the last seven years are also shown in Item 6,
entitled "Selected Financial Data," of this Report. Sales to trade customers by
each of the Company's geographic segments and sales or transfers between the
Company's various geographic segments during 1995-1997, together with pre-tax
income and identifiable assets attributable to each geographic segment for those
years, are shown in Footnote No. 17 to the Consolidated Financial Statements,
found on page 49 of the Company's 1997 Annual Report to Shareholders and
incorporated by reference. The Company's diversification of worldwide sales is
evidenced by the following table:

GEOGRAPHIC SEGMENTS                   1997      1996      1995
(percent)

     Americas                          50        49        47
     Europe/Middle East/Africa         30        32        33
     Asia/Pacific                      20        19        20

For 1997, the Company's sales were distributed across general markets as
follows:

MARKETS
(percent)

     Consumer and Industrial               28
     Communications                        25
     Automotive                            24
     Personal Computer                     20
     Power Technology                       3

     The business in which the Company is engaged is highly competitive. The
number of competitors is estimated at over 1,600 worldwide, and in all products
the Company is subject to aggressive direct and indirect competition. The
markets served by the Company have generally been growing as a whole in spite of
increasing price erosion. Most of the Company's products involve technical
competence in their development and manufacture. Generally speaking, the Company
competes primarily through offering high-quality, technical products and
associated application tooling, with an emphasis on product performance, timely
delivery and service. Price pressures are being experienced in the Company's
markets, particularly in the personal computer and cellular/mobile phone
markets. The Company's broad range of products, worldwide sales and marketing
presence, and service innovations serve to differentiate the Company from its
competitors and positions the Company to become a supplier of choice to many
customers as they reduce their supplier lists and seek global sourcing
contracts. The service innovations offered by the Company include the
computer-equipped product information and order handling departments, the
automated fax service, the use of computer disks to communicate engineering and
drawing data, an Internet product catalog, the expedited sample request delivery
system, global account management, and the EDI order system.

     The Company has realigned its organizational structure to free marketing
and sales people from operational ties and permit them to focus on customers and
markets. This will make it easier for sales people to choose the right products
for their customers from anywhere in the world, and will encourage
industry-driven product solutions and shared responsibility for innovation
across organizational boundaries, without jeopardizing the established customer
interface.

     In addition, the Company has distinguished itself by its development of new
and improved products and technologies. In 1997 the Company received 218 U.S.
patents. The Company has over 15,000 patents or utility models issued or pending
throughout the world. AMP ranks 20th among U.S. corporations and 45th among all
patentees for U.S. patents granted during 1997. The Company aggressively
enforces its patents to preserve its proprietary technological advantages.

     The Company's backlog of unfilled orders decreased in 1997 to $944 million
at year-end compared to $970 million at year-end 1996. A majority of these
orders were for delivery within the next 90 days, and all were scheduled for
delivery within 12 months.

     The primary seasonal effect generally experienced by the Company is in the
3rd quarter when there usually is a temporary leveling off or modest drop in the
rate of new orders and shipments. This seasonal decline in new orders and
shipments is caused by the softening of customer demand in certain markets such
as appliances, automotive and home entertainment goods arising from model year
changeovers, plant vacations and closedowns, and other traditional seasonal
practices. This effect is usually most evident in the Company's Europe/Middle
East/Africa and Asia/Pacific regions, compared against sales results of the 2nd
quarter.

     The Company's normal terms of sale are net 30 days, and the average days
outstanding for accounts receivable averages 45 days in the U.S. and 65 days on
a global basis. The Company warrants most of its products against defects in
materials and workmanship under normal use for periods of up to 1 year. In
markets for complete systems, such as the networking/premise wiring markets, the
Company provides an extended warranty when exclusively AMP products, tools and
training are used in an installation. The Company's warranty experience is
generally favorable, with a low rate of product return. An extensive distributor
network, together with the Company's own highly automated regional distribution
center system, is utilized to provide timely delivery of products to the
customers.

     Products
     --------
     The Company manufactures and sells more than 800,000 parts in over 450
global product lines, including terminals; fiber-optic, printed circuit board
and cable connectors and assemblies; connectorized printed circuit boards; cable
and cabling systems; sensors; and related application tools and machines. Nearly
77% of the Company's business is in the terminals and connectors competency that
encompasses electronic/electrical connection, switching and programming devices
and associated application tools and machines. Included within this competency
is a great variety of types and sizes. These product families generally involve
the same or very similar basic technology, materials, production processes and
marketing approaches. The common manufacturing capabilities, which have become
core competencies of the Company, include connectivity technology, high speed
precision metal stamping, precision metal plating, plastic molding, and
automated assembly of small metal and plastic parts. The Company sells some of
its products in strip form or on reels which are applied by customers with
special application machines and special tools. The balance of products and
competencies include the Company's value-added and wireless businesses and
pre-assembled devices and other products that do not require application tools
or machines, and in 1997 represented 23% of total Company sales. Over 89% of
sales are of products in just three Standard Industrial Classification (SIC)
4-digit codes: Electronic Connectors; Electronic Components - NEC; and Current
Carrying Wiring Devices.

     Application tooling has been and remains an integral part of the Company's
sales strategy and growth for many of the Company's products. The Company has
provided thousands of application machines to customers on either a lease or
purchase basis, and millions of manual and power tools have been sold to
customers, to apply the Company's products to wires, cables, printed circuit
boards, and flexible circuitry. In the past decade the Company has introduced
more than 160 new types of machines and tools, ranging from hand tools for
maintenance and repair to computer-controlled machines that make thousands of
connections per hour and continuously monitor the quality of the connections as
they are being made. The Company has always marketed products on the basis of
total installed cost -- not product price alone -- and the Company's
concentration on providing fast and reliable application methods should give the
Company an advantage as concerns for productivity, quality and system
performance continue to rise. Hundreds of field service engineers throughout the
world install this applicating equipment, train customer personnel to operate,
maintain and service it, and provide emergency service.

     In addition to the total installed cost approach to marketing product, a
fundamental concept of AMP marketing is to seek early involvement in customer
design activities. The Company's capabilities in this approach have been
enhanced in recent years by a unique consulting service through which the
Company can computer simulate interconnection systems, thus reducing the time
and costs associated with the design phase.

     While the Company is seeking to widen its leadership in the terminal and
connector product area, it is also steadily diversifying into total
interconnection systems and higher value assemblies. This is increasing the
potential markets being addressed by the Company from approximately $28 billion
to around $78 billion. Part of this new breadth of potential business will come
from cables, fiber-optic and signal conditioning products, electro-optical
networking, and flexible circuitry based connectors and sensors that expand the
Company's connector and interconnection technology. Another source for expansion
is interconnection solutions, such as cable, board and panel assemblies, that
are logically related to those connector and interconnection competencies. The
final thrust toward new opportunities for growth addresses needs for home
automation, microwave technologies, wireless communication, and
networking/premise wiring hardware and related services.

     The Company is accomplishing this growth by new product development as well
as by numerous small, strategic acquisitions, minority interest investments,
joint ventures and other strategic alliances. Acquisitions provide technologies
that are key to entering or enhancing the Company's participation in the
respective markets and will form a cornerstone for the Company's expansion of
its potential business. New products (representing products and product
extensions introduced during the last 5 years) now comprise over 25% of current
sales. In 1997 the Company added over 94,000 new part numbers, representing both
new product part numbers and part numbers for extensions of existing products.
Much of this growth, whether by new product development or acquisitions and
alliances, focuses on the fastest growing sectors and major trends in the
electronic and electrical markets -- such as miniaturization, high speed
circuitry, networking, wireless transmission, electro-optics, conversion to
digital, software integration with hardware, and the convergence of computer and
communications technologies.

     Operations
     ----------
     While the Company's principal offices are located in Harrisburg,
Pennsylvania, the Company is realigning its operations into a seamless global
organization that will better utilize resources and serve customers more
efficiently. The global organization lends regional governance and support to
horizontally interdependent businesses that act locally but think globally. The
Company has four market-oriented global business units focused on the following
markets: personal computers; automotive; communications; and consumer/
industrial/power technology. Accompanying the market-oriented global business
units are the Company's product-oriented global competencies: terminals and
connectors; and value-added and wireless, and the Company's traditional
geographic organizations: the Americas; Asia/Pacific; and Europe/Middle
East/Africa (EMEA).

     The Company's efforts to integrate both regionally and globally should
allow it to more profitably serve its customers, especially those customers
which are also global. Regional strategies within each business have been
developed to gain market share and improve profitability, involving a decoupling
of sales and marketing into a market-driven function that profitably satisfies
customers and anticipates their needs, and a comprehensive integration of all
aspects of operations and business administration to better support sales and
marketing. In 1997 the Company created global competency functions charged with
directing the method, quality and cost effectiveness of manufacturing and
developing products. The new functions and the organizational realignment should
enable the Company to quickly and effectively assimilate its geographic
expansion into newly emerging markets. The Company has been aggressively
locating manufacturing and sales operations where customers' operations and
local market opportunities coincide to make it a positive investment climate.
Since 1990 the Company has either finalized plans for or actually started sales
or manufacturing operations in India, Chile, China, Columbia, Greece, Hungary,
the Philippines, Thailand, The Czech Republic, Poland, Turkey, Ireland, Israel,
Russia, South Africa and Slovenia, and marketing activities have been extended
into Indonesia, Vietnam, Pakistan, Croatia, Eastern Europe, Egypt, and the
Middle East.

     In response to the decline in earnings experienced in 1996, the Company
implemented a number of corrective actions intended to result in annual savings
of approximately $50 million pretax when fully implemented while allowing
continued investment in activities to support better sales growth in our core
connector business. In December 1996, the Company took $195 million pretax ($70
million cash and $125 million non-cash) in restructuring and other one-time
charges to eliminate underperforming assets. Throughout 1997, the Company
executed the restructuring plan by closing the selected facilities, reducing the
related headcount, liquidating inventory and equipment, transferring continued
production to other facilities, preparing facilities for divestiture,
investigating environmental matters and negotiating the termination of customer
and supplier commitments. In the fourth quarter, the Company assessed the status
of the restructuring plan and estimated the cost of the remaining activities.
Consequently, based on the remaining reserve balance and the progress to date,
an adjustment to reduce the restructuring reserve by $25.9 million pretax was
recorded as a reduction to cost of sales of $4.5 million and a credit of $21.4
million to restructuring and one-time (credits)/charges. The Company acheived
the favorable adjustment through greater liquidation of product through
distributors, receipt of additional cash from the sale of various assets and
resolution of certain environmental issues with government and regulatory
authorities at less cost than originally anticipated.

     Acquisitions are an integral component of the Company's growth and
diversification strategy. Through acquisitions, the Company is able to enhance
existing capabilities or add to our rapidly expanding range of products. During
1997 the Company acquired El-Con, a connector manufacturing facility, and
El-Form, a tool-and-die shop, both located in Bydgoszcz, Poland. In 1997 Company
also announced plans to form a joint venture with C-MAC, a Canadian manufacturer
of systems and subsystems; the joint venture was created in February 1998. The
joint venture alliance is expected to accelerate demand for the Company's
printed circuit board products.

     In 1997 the Company's Journey to Excellence program was reinforced by
creating and applying an improved model denominated the "AMP Business Excellence
Process." This process emphasizes Customers, Leadership, People, Processes and
Results, and is the Company's universal basis for analyzing and running every
aspect of its business.

     Extensive efforts are also being undertaken to maximize the utilization of
the Company's human resources. Training, development, education, empowerment
through the delegation of more authority and responsibility, employee teams,
performance-linked pay, centralized recruiting, and programs to encourage
recognition of outstanding achievements are being promoted to increase the
involvement and effectiveness of employees. A broad-based program for improving
leadership quality and diversity includes succession planning and expatriate,
executive and organizational development programs. The employees also are being
provided with the computers, communication systems, business machines and
scientific/engineering equipment necessary for them to realize their full
potential. The Company is implementing a global wide area network, expanding
electronic mail and video conferencing capabilities worldwide, and instituting a
business enterprise information system to support global decision making.
Additional regional training centers are in the process of being established to
facilitate the distribution of these learning and awareness methods throughout
the world. For better leveraging of the Company's basic manufacturing
capabilities into all areas of production, certain business units and
subsidiaries have also been designated as "Regional Centers of Competency" in
specific product/market categories.

     Worldwide, the quality management systems of 113 business units and their
associated facilities, representing virtually all of the Company's manufacturing
operations, have either received or have been recommended for certification to
the appropriate ISO 9000 standard. Qualification to this common standard should
help ensure that the Company's products and services will be of uniformly high
quality wherever they are manufactured, sold or provided throughout the world.
Additionally, the Company continues to implement the rigorous Manufacturing
Requirements Planning (MRP) II, Class A standards for manufacturing requirements
planning systems. Manufacturing employment increased by over 1600 in 1997 to
more than 29,500 people.

     Product standards continue to play an increasingly important role in the
development and marketing of new products and the shaping of new markets. The
Company takes an active role in the development of industry standards that
affect its products and development activities. A capable corporate group of
standards professionals and a global network of Company employees, through their
participation in over 800 industry associations, working groups, and
standards-setting bodies, are involved in laying the groundwork for the
acceptance of the Company's products under applicable standards. In 1997 over 50
standards were published that involved AMP products, processes and technology.

     The Company has a corporate-wide program for managing current and emerging
environmental issues on a global basis. Sound environmental practices are
promoted worldwide by adoption and implementation of strict internal standards
that meet or exceed known and anticipated regulatory, industry and
customer-driven environmental requirements. These practices include compliance
audits and environmental assessments conducted for new and existing properties,
engineering support provided to operations staff to minimize wastes and other
regulatory impacts, training programs, recycling programs, maintenance of a
computer data base, and resources to provide support to operations staff in
achieving environmental compliance generally. This global program is directed by
a corporate group known as Global Environmental Services, with staff in
Harrisburg, London and Singapore. Additionally, product design incorporates
environmental considerations to meet customers' needs and environmental
concerns. Global Environmental Services coordinates global environmental
programs and works closely with other units of the Company to further compliance
with the Company's environmental policies. In 1997, the Company received several
awards for pollution prevention and energy and material savings.

     The Company is not aware of any material claims against its assets relating
to environmental matters, based on current information. The costs to the Company
of compliance with known and anticipated legal, regulatory, industry and
corporate environmental requirements are not expected to have a material effect
on the Company's financial position, results of operations, liquidity and
capital resources, or the Company's competitive position. However, the Company
faces certain liabilities for investigative and remedial costs as a result of
past operations. The Company has been identified as a Potentially Responsible
Party at eight National Priorities List ("NPL") sites in the U.S. owned by third
parties, pursuant to the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), and three "State Superfund" sites. Total costs for
these sites are not expected to exceed $5 million.

     The Company also is investigating potential liability at 28 of its current
or former facilities. Investigations or remediations are ongoing at these
properties as required by government regulations or as part of the Company's
property management policy. Based upon current information, expenses for these
sites are not expected to exceed $34 million in the aggregate over the next 5
years.

     The Company carefully manages its involvement with these sites to ensure
compliance, minimize costs and liabilities, and ensure protection of the
environment and the public. Legal action has been commenced by the Company
against historical liability insurers to recover for certain past and
anticipated future costs in connection with some of these sites.

     The Company believes it has adequate sources of supply and does not expect
the cost or availability of raw materials to have a significant overall effect
on its total current operations.

     Availability of remittances to the parent Company by its subsidiaries is
subject to exchange controls and other restrictions of the various countries in
which the subsidiaries are located. Presently, there are no foreign exchange or
currency restrictions in the various countries that would significantly affect
the remittance of funds to the Company. In view of the significant portion of
the Company's customer sales that originate outside of the U.S. (approximately
55%), fluctuations in the exchange value of the U.S. dollar have an impact on
sales and earnings.

     Product Development
     -------------------
     The Company is committed to an ongoing program of new product development
and a continual expansion of its technical capabilities. This broadening of
products and capabilities is made possible through both internal development
efforts and external strategic relationships such as acquisitions, minority
equity investment positions, joint ventures, alliances, research contracts,
teaming arrangements, licensing and the like with dozens of customers,
suppliers, consortiums, universities and research institutes. In recent years
advanced development centers have been established in Europe and Japan in
addition to those already existing in the U.S. In 1997 the Company created a new
global technology office and appointed a new Chief Technology Officer. The
global technology office works closely with the global business units and
competencies and unifies the Company's technology resources, including over
6,000 engineers, scientists and technicians and support personnel.

     Research and development expenditures for the creation and application of
new and improved products and processes were $320 million in 1997, $315 million
in 1996 and $309 million in 1995. Total spending on research, development and
engineering (RD&E) was $579 million, $579 million and $568 million in 1997, 1996
and 1995 respectively, representing 10.1%, 10.6% and 10.9% respectively, of
consolidated net sales. This strong financial commitment to reinvestment into
technology has resulted in a steady stream of new products, patents and new
product sales.

            Cautionary Statements for Purposes of the "Safe Harbor"
            --------------------------------------------------------

     Statements made by AMP Incorporated in written or oral form to various
persons, including statements made in filings with the SEC, that are not
strictly historical facts are "forward-looking" statements that are based on
current expectations about the markets in which the Company does business and
assumptions made by management. Such statements should be considered as subject
to risks and uncertainties that exist in the Company's operations and business
environment and could render actual outcomes and results materially different
than predicted. The following includes some, but not all, of the factors or
uncertainties that could cause AMP to miss its projections:

*    The effects of extreme changes in monetary and fiscal policies, in the U.S.
     and abroad. This would include extreme currency fluctuations in the
     Japanese Yen and German Mark, continued strengthening of the U.S. dollar,
     and unforeseen inflationary pressure.

*    The threat of a global economic slowdown in any one, or all, of our market
     segments.

*    Drastic and unforeseen price pressure throughout the business. Currently
     the most noticeable pressure is in the personal computer industry where
     OEMs are passing the price pressure through to their suppliers. Similar
     price pressure can also be seen in the cellular/mobile phone industry.

*    Increased difficulties in obtaining a consistent supply of basic materials
     like copper, gold, or plastic resins at stable pricing levels.

*    Unpredictable difficulties or delays in the development of key new product
     programs, particularly in some of the Company's non-traditional businesses.

*    Unforeseen interruptions to AMP markets due to strikes that have regional
     or multi-industry impacts, such as recent situations in Korea, France and
     Spain.

*    Rapid escalation of the cost of regulatory compliance and litigation.

*    Unpredictable governmental policies and actions including, but not limited
     to, protectionism, sourcing requirements, confiscation of assets, and
     reductions in public spending.

*    Unforeseen intergovernmental conflicts or actions, including but not
     limited to, armed conflict and trade wars. For example, the possibility of
     armed conflict with Iraq, and the conflict between North Korea and South
     Korea or China and Taiwan could escalate and have a substantial impact on
     our business in Asia/Pacific.

*    During an unforeseen business downturn or a period of less than anticipated
     growth, underutilization of AMP's factories and plants could have a
     negative impact on our business.

*    Greater than anticipated startup expenses and delays related to bringing
     new plants on-line could impact our projections.

*    Greater than anticipated difficulties and delays in assimilating
     newly-acquired businesses into our business portfolio resulting in
     unanticipated expenses and unrealized savings.

*    Any difficulties in obtaining the human resource competencies that AMP
     needs to achieve its business objectives; includes skilled-labor shortages
     in the U.S. and abroad. This also assumes that we will be able to retain
     key talent, both managerial and technical.

*    Risks associated with any disruptive changes in our customer, supplier, and
     competitor relations as a consequence of AMP's and others' movement along
     the vertical product chain.

*    The risks associated with any technological shifts away from AMP
     technologies or core competencies.

*    Unforeseen Year 2000 compliance issues, both within AMP and among our
     customers and suppliers and in general among the business and governmental
     communities, could negatively impact our business results.

*    The risk of not recovering research and development expenses relating to a
     limited ability to enforce patents and copyright laws in certain parts of
     the world.

*    While AMP has traditionally been a leader in environmental compliance,
     unforeseen and drastic changes to governmental environmental policies and
     related government action could impact our projections.

*    Standardization, while often viewed as a positive for AMP, could have a
     substantial impact on our business.

*    Risks associated with market acceptance of our customers' end-products such
     as technology winners in the converging computer, consumer electronics and
     communications industries.

*    Unforeseen interruptions to AMP business with our largest customers,
     resulting from, but not limited to, strikes, cash flow, or inventory
     problems at the account.


ITEM 2.   PROPERTIES

     The Company has approximately 17.1 million sq. ft. of floor space in 330
facilities located in the United States and 52 other countries. Facilities were
enlarged or added in 22 countries in 1997, representing an increase of
approximately 1.0 million sq. ft. International construction projects included
new production facilities or expansion of existing production facilities in
Qingdao, Shanghai and Shunde, China; Esztergom, Hungary; Bangalore, India; and
Barcelona and Berga, Spain. In the United States, facilities are being added in
South Carolina for greater production capacity in cable and cable assemblies,
and operations in Tower City and Williamstown, Pennsylvania will be consolidated
in a large manufacturing plant constructed northeast of Harrisburg,
Pennsylvania, expected to commence operations in 1998. Also planned for 1998 are
continued construction efforts on manufacturing facilities in Qingdao and
Shunde, China and expansion of warehousing facilities in Woert, Germany.

     Floor space has increased to 14.6 million sq. ft. in 1995, 16.1 million sq.
ft. in 1996 and 17.1 million sq. ft. in 1997. These increases are the result of
increased production to support higher sales, efforts to insource work from
outside vendors in order to lower cost and improve delivery, and acquisitions.
Increases in floor space have been moderated, however, by efforts to consolidate
into more efficient integrated production operations, a movement toward a
maximization of multi-shift operations where required and feasible and, more
recently, a closer regional management of the deployment of manufacturing
resources.

     Worldwide, approximately 11.4 million sq. ft. of floor space in 130 plants
located in 27 countries is devoted to production operations, and approximately
an additional 5.0 million sq. ft. in 102 facilities located in 25 countries is
utilized for engineers, scientists, technicians, researchers, office support
personnel and warehousing. Major U.S. manufacturing, warehousing and
administrative facilities (5,000 sq. ft. or larger) are located in Pennsylvania
(57), North Carolina (24), California (10), Massachusetts (10), Texas (5),
Oregon (3), Maryland (2), New Jersey (2), South Carolina (2), Arizona (1),
Colorado (1), Delaware (1), Florida (1), Illinois (1), Kentucky (1), Puerto Rico
(1) and Virginia (1). Nearly half of these facilities are manufacturing plants.
The Company's operations in the 52 countries other than the U.S. involve 108
major facilities (5,000 sq. ft. or larger) located throughout the world, 59 of
which perform manufacturing functions and 34 of which have office/marketing/
engineering/ research functions, and 15 of which perform warehousing functions.

     The Company's facilities are generally modern, well maintained and
diversified geographically within regions, with the typical size of major
facilities in the 70,000 to 100,000 sq. ft. range. No single facility is
material to the Company's business. The Company owns over 85% of its floor
space, free of encumbrances except as hereinafter described, and leases the
balance. The Company owns most of its major facilities. Most of the leases on
the other major manufacturing and administrative facilities provide the right to
renew or purchase.

     Capital expenditures were $481 million in 1997, down from $592 million in
1996 and $713 million in 1995. Capital expenditures for 1998 are expected to be
approximately $600 million. Approximately three quarters of the 1997 capital
expenditures were for buildings, machinery and equipment, molds and dies for
production of new products, productivity improvements or capacity in new or
lower cost markets.

     Typically, the Company does not measure its composite manufacturing
capacity utilization because various factors make determining a composite
capacity utilization figure unreliable. These factors include the numerous
processes employed by the Company to manufacture its products and the nature of
the Company's assembly equipment. Much of the assembly equipment is unique to
specialized product; accordingly, the utilization of this equipment is lower
than the more common processes used by the Company. With increased reliance on
seven day, three shift work weeks and as a result of the capital expenditures
described above, the Company believes it has adequate capacity to accommodate
continued sales growth in existing products and continued development of new
products. Individual capacity utilization rates significantly increased in 1997
as compared to the prior year as a result of improving business conditions, the
execution of the Company's 1996 Restructuring Plan and the Company's efforts to
insource work previously obtained from third party vendors. Higher business
volumes, continued insourcing of work and the prioritization of purchases of new
equipment should result in further improvement in capacity utilization rates in
1998.


ITEM 3.   LEGAL PROCEEDINGS

     In the opinion of management of the Company, there are no material legal
proceedings pending other than ordinary routine litigation incident to the kind
of business conducted by the Company, and no such proceedings are known to be
contemplated by governmental authorities.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       None.


EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below are the executive officers of the Company and their
respective ages as of March 15, 1998 and positions held with the Company. With
the exception of Mr. Clark who is appointed by the Chief Executive Officer and
President, all executive officers are elected to serve in their current office
for one year or until their successors have been duly elected and qualified. All
such officers with the exception of Messrs. Lang, Lemaitre, Ripp and Urkiel have
been employed by the Company for more than 10 years. Messrs. Marley, Hudson,
Goonrey, Gurski and Hassan have been executive officers for more than the past 8
years.

       Name                 Age           Office
       ----                 ---           ------

James E. Marley *.......... 62  Chairman since 1993.

                                Mr. Marley was a divisional Vice President and
                                group director from 1970 to 1979, divisional
                                Vice President, Manufacturing Resource Planning
                                from 1979 to 1980, divisional Vice President,
                                Manufacturing from 1980 to 1981, Vice President,
                                Manufacturing from 1981 to 1983, Vice President,
                                Operations from 1983 to 1986, President from
                                1986 to 1990, and President and Chief Operating
                                Officer from 1990 to 1993.

William J. Hudson, Jr. *... 63  Chief Executive Officer and President since
                                1993, and a Director.

                                Mr. Hudson was divisional Vice President,
                                Connector and Electronic Products in 1982,
                                divisional Vice President, Far East Operations
                                from 1983 to 1989, Vice President, Far East
                                Operations in 1989, Vice President, Asia/Pacific
                                Operations from 1990 to 1991, and Executive Vice
                                President, International from 1991 to 1993.

Robert Ripp ..............  56  Executive Vice President, Global Businesses
                                since 1998.

                                Mr. Ripp joined the Company in 1994 in the
                                position of Vice President, Finance. He was Vice
                                President and Chief Financial Officer from 1994
                                to 1998. In 1997 Mr. Ripp also was President,
                                Global Consumer & Industrial Division.

William S. Urkiel.........  52  Vice President and Chief Financial Officer
                                since 1998.

                                Mr. Urkiel joined the Company in 1995 and was
                                Controller from 1995 to 1997, and corporate Vice
                                President, Finance from 1997 to 1998.

Richard P. Clark........... 50  Divisional Vice President, Global Wireless
                                Products Group since 1995.

                                Mr. Clark was Associate Director, Corporate
                                Development from 1989 to 1995, and President
                                and Chief Executive Officer, M/A-COM
                                Incorporated from 1995 to 1997.

Herbert M. Cole............ 61  Vice President and President, Global Terminal
                                and Connector Operations and President, The
                                Americas Region (acting) since 1998.

                                Mr. Cole was divisional Vice President,
                                Communications and Assemblies Group from 1984 to
                                1987, divisional Vice President, Operations,
                                Automotive/Consumer Business Group from 1987 to
                                1988, divisional Vice President, Group Director,
                                Integrated Circuit Connector Group from 1988 to
                                1991, divisional Vice President, Capital Goods
                                Business Group from 1991 to 1994, Vice
                                President, Business Planning, Asia/Pacific from
                                1994 to 1995, Vice President Asia/Pacific in
                                1995, and President, Asia Pacific and Vice
                                President from 1995 to 1998.

Thomas J. DiClemente....... 45  President, EMEA (Europe, Middle East, Africa)
                                and Vice President since 1997.

                                Mr. DiClemente was divisional Business Manager
                                from 1986 to 1992, Director, Business &
                                Operations Planning International in 1992,
                                General Manager, AMP Italia from 1992 to 1995,
                                Area Director, EMEA from 1995 to 1996,
                                divisional Vice President, Southern EMEA from
                                1996 to 1997 and divisional Vice President, EMEA
                                in 1997.

Rudolf Gassner............  62  President, Global Personal Computer Division
                                and Vice President since 1997.

                                Mr. Gassner was divisional Vice President,
                                Informations Systems Division from 1987 to 1991,
                                divisional Vice President, Sales - Capital Goods
                                Business Systems in 1991, divisional Vice
                                President, Capital Goods Business Unit from 1991
                                to 1996, divisional Vice President and Global
                                Business Executive from 1996 to 1997, and
                                divisional Vice President and President, Global
                                Personal Computer Division in 1997.

Charles W. Goonrey........  61  Vice President and General Legal Counsel since
                                1992.

                                Mr. Goonrey was Assistant Secretary from 1983 to
                                1986, Assistant Secretary and General Legal
                                Counsel from 1986 to 1989, and divisional Vice
                                President and General Legal Counsel from 1989 to
                                1992.

Juergen W. Gromer.........  53  President, Global Automotive Division and Vice
                                President since 1997.

                                Mr. Gromer was divisional Vice President,
                                Central Europe and General Manager AMP Germany
                                from 1990 to 1994, divisional Vice President,
                                Central and Eastern Europe and General Manager,
                                AMP Germany from 1994 to 1996, divisional Vice
                                President, Central and Eastern Europe and
                                divisional Vice President Automotive Division
                                Europe, Middle East, Africa (EMEA) from 1996 to
                                1997 and divisional Vice President and
                                President, Global Automotive Division in 1997.

John E. Gurski............  57  President, Global Operations and Vice President
                                since 1996 and President, Global Value-Added
                                Operations since 1998.

                                Mr. Gurski was divisional Vice President,
                                Connector & Electronics Products Group from 1985
                                to 1987, divisional Vice President,
                                Interconnection and Component Products Group in
                                1987, divisional Vice President, Operations from
                                1987 to 1989, Vice President, Operations in
                                1989, Vice President, Capital Goods Sector from
                                1989 to 1992, and Vice President, Business and
                                Operations Planning, International from 1992 to
                                1993, Vice President, Europe from 1993-1995, and
                                President, AMP Europe, Middle East, Africa
                                (EMEA) and Vice President from 1995-1996.

Javad K. Hassan...........  57  Vice President, Global Strategy and Development
                                since 1998.

                                Mr. Hassan was divisional Vice President,
                                Technology from 1989 to 1992, Vice President,
                                Technology and Strategic Products in 1992, and
                                Vice President, Global Interconnect Systems
                                Business Group from 1992 to 1995, President,
                                Global Interconnect Systems Businesses and Vice
                                President from 1995 to 1997, and President,
                                Global Communications Businesses and Vice
                                President from 1997 to 1998.

David F. Henschel.........  47  Corporate Secretary and Associate General Legal
                                Counsel since 1993.

                                Mr. Henschel was Associate General Legal Counsel
                                from 1990 to 1993.

John H. Kegel.............  56  Vice President, Asia/Pacific since 1998.

                                Mr. Kegel was divisional Vice President, Systems
                                from 1989 to 1992 and divisional Vice President,
                                Logistics from 1992 to 1997.

Mark E. Lang..............  48  Controller since 1998.

                                Mr. Lang joined the Company in 1994 in the
                                position of Controller, Aerospace Government
                                Systems Sector, a position he held until 1995.
                                He was Controller, Global Interconnect Systems
                                Business Group from 1995 to 1998.

Philippe Lemaitre.........  48  Vice President and Chief Technology Officer
                                since he joined the Company in 1997.

Joseph C. Overbaugh.......  52  Treasurer since 1993.

                                Mr. Overbaugh was Assistant Treasurer from 1987
                                to 1993.

Nazario Proietto..........  50  President, Global Consumer, Industrial and Power
                                Technology Division since 1998 and Vice
                                President since 1997.

                                Mr. Proietto was General Manager - AMP Italia
                                from 1982 to 1990, divisional Vice President,
                                Southern Europe from 1990 to 1995, divisional
                                Vice President, Marketing - Europe in 1995,
                                divisional Vice President, Power and Utilities
                                from 1995 to 1997, and divisional Vice President
                                and President, AMP Power and Utilities Division
                                from 1997 to 1998.


* Member of the Executive Committee of the Board of Directors.

PART II.

Item 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITYHOLDER
          MATTERS

     The Company's common stock, no par value, is listed on the New York Stock
Exchange and is traded on the New York, Boston, Cincinnati, Midwest, Pacific and
Philadelphia Exchanges under the symbol "AMP". Options in the Company's common
stock are traded on the Chicago Exchange. As of March 3, 1998 there were
approximately 15,200 holders of record of the Company's common stock. Over 80%
of the outstanding shares of the Company's common stock are held by over 500
institutions.

     The following table sets forth the high and low sales prices for the
Company's common stock for each full quarterly period during the calendar years
ended December 31, 1996 and 1997, as reported on the New York Stock Exchange
Composite Tape.

                For the Year           Stock Price Range
                ------------           -----------------

          1996 - First Quarter          44 5/8   - 37
               - Second Quarter         46 1/8   - 39 5/8
               - Third Quarter          41 3/8   - 36 5/8
               - Fourth Quarter         39 1/2   - 32 7/8

          1997 - First Quarter          43       - 34 3/8
               - Second Quarter         42 1/2   - 33 7/8
               - Third Quarter          56 9/16  - 42 1/8
               - Fourth Quarter         54 1/8   - 39 1/4

     Annual dividends, which are paid on a quarterly basis, have increased for
44 consecutive years. The compound annual growth rate for the Company's annual
dividends for the 5-year period ended December 31, 1997 is approximately 6.5%.
Annual dividends on a per share basis were $1.00 in 1996 and $1.04 in 1997. The
quarterly dividend increased to $.26 on March 3, 1997 and $.27 on March 2, 1998.
If the March 2, 1998 dividend rate continues through 1998, it will result in the
45th consecutive increase in annual dividends.


ITEM 6.   SELECTED FINANCIAL DATA

     Set forth below is certain selected consolidated financial data for the
Company and its subsidiaries covering the seven calendar year periods ended
December 31, 1997. This summary should be read in conjunction with the
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the Financial Statements and Supplementary Data provided in Items
7 and 8, respectively, of this Report on Form 10-K. All financial amounts and
per share data have been restated to account for the pooling-of-interests with
M/A-COM, Inc. on June 30, 1995.

<TABLE>
<CAPTION>
AMP Incorporated and subsidiaries

Historical Data

(Dollars in millions except per      1997<F1>     1996<F1>      1995           1994         1993        1992         1991
        share data)
For the Year <F6>
<S>                                 <C>           <C>          <C>           <C>          <C>         <C>         <C>
Net Sales                           $5,745.2      $5,468.0     $5,227.2      $4,369.1     $3,790.5    $3,725.0    $3,486.3
Gross Income                         1,768.6       1,565.3      1,687.5       1,484.9      1,248.7     1,244.2     1,149.3
Selling, General and
     Administrative Expenses         1,022.9         964.6        969.5         824.9        744.1       692.1       661.7
Restructuring and One-time
     (Credits)/Charges <F1>            (21.3)         98.0           --            --           --          --         --
Income from Operations                 767.1         502.7        718.0         660.0        504.6       552.1       487.6
    Operating Margin                    13.4%          9.2%        13.7%         15.1%        13.3%       14.8%       14.0%
Interest Expense                       (31.8)        (31.2)       (36.8)        (29.2)       (28.0)      (39.5)      (47.5)
Other Deductions, net                  (57.3)        (33.2)       (13.4)        (32.0)       (15.4)      (21.9)       (2.2)
Income Before Income Taxes             678.0         438.3        667.7         598.8        461.2       490.7       437.8
    Pretax Margin                       11.8%          8.0%        12.8%         13.7%        12.2%       13.2%       12.6%
Income Taxes                           220.3         151.3        240.4         225.0        176.9       191.4       167.8
     Effective Tax Rate                 32.5%         34.5%        36.0%         37.6%        38.4%       39.0%       38.3%
Income from Continuing Operations      457.6         287.0        427.3         373.8        284.4       299.3       270.0
     Basic EPS <F3><F8>                $2.08         $1.31        $1.97         $1.72        $1.31       $1.38       $1.23
     Diluted EPS <F3><F8>              $2.08         $1.31        $1.96         $1.72        $1.31       $1.38       $1.23
Discontinued Operations                   --            --           --            --           --         3.1        20.9
     Basic and Diluted EPS <F3><F8>       --            --           --            --           --       $0.01       $0.10
Cumulative Effect of Accounting
     Changes <F9>                       15.5            --           --            --         33.1         --          --
     Basic and Diluted EPS <F3><F8>    $0.07            --           --            --        $0.15         --          --
Net Income                             473.1         287.0        427.3         373.8        317.4       302.4       290.8
     Basic EPS <F3><F8>                $2.15         $1.31        $1.97         $1.72        $1.46       $1.39       $1.33
     Diluted EPS <F3><F8>              $2.15         $1.31        $1.96         $1.72        $1.46       $1.39       $1.33
Cash Dividends <F2>                    228.2         218.9        196.5         176.2        167.8       160.4       152.4
     Per Share <F3><F7>                $1.04         $1.00        $0.92         $0.84        $0.80       $0.76       $0.72
Capital Expenditures                   481.3         592.3        713.0         472.6        369.8       329.2       331.1
Depreciation and Amortization          439.0         424.1        361.4         324.5        306.4       315.0       280.8
Total Research, Development,
      and Engineering Expense          578.7         579.3        567.7         477.7        425.4       408.6       385.5

At December 31 <F6>

Working Capital                     $1,204.5        $911.3     $1,011.8      $1,067.4       $937.6      $822.5      $806.7
Property, Plant and Equipment, Net   1,916.0       2,027.6      1,938.3       1,574.7      1,351.8     1,271.6     1,292.8
Total Assets                         4,848.1       4,685.7      4,504.7       4,092.6      3,448.9     3,332.4     3,364.2
    % Return on Assets <F4>              9.6%          6.2%         9.9%          9.9%         8.4%        8.9%        8.1%
Long-Term Debt                         159.7         181.6        212.5         278.8        199.3       112.0       135.4
Total Debt                             624.9         601.0        530.7         461.2        389.7       428.3       473.0
Shareholders' Equity                 2,951.5       2,789.9      2,768.0       2,495.8      2,206.5     2,071.1     2,029.2
    % Return on Shareholders'
    Equity <F4>                         15.9%         10.3%        16.2%         15.9%        13.4%       14.6%       13.8%
Book Value Per Share <F3>             $13.39        $12.70       $12.71        $11.50       $10.19       $9.51       $9.28
Backlog                                944.0         970.0      1,000.0         825.0        707.0       719.0       777.0
Number of Employees                   46,526        44,985       40,800        34,000       30,800      29,500      29,900
Floor Space (sq. ft. in millions)       17.1          16.1         14.6          12.0         11.4        11.0        10.8
Shares Outstanding For EPS Calculations
     <F3><F8> (in millions)
    Basic EPS Calculation              219.8         219.2        217.3         217.0        216.6       217.7       218.7
    Diluted EPS Calculation            220.4         219.6        217.7         217.0        216.6       217.7       218.7
Stock Price/Earnings Ratio,
    High-Low <F5>                      27-17         35-26        23-18         23-17        26-21       25-19       24-17
<FN>
<F1> Restructuring and one-time charges were recorded in 1996 primarily as a
     result of the Company's decision to exit certain product lines,
     manufacturing operations, and investments. These charges were adjusted in
     1997. See Note 2 to the Consolidated Financial Statements.
<F2> On January 28, 1998, a regular quarterly dividend of 27 cents per share was
     declared - an indicated annual rate of $1.08.
<F3> Share data has been adjusted for the 2-for-1 stock split in 1995.
<F4> Computed based on income from continuing operations divided by average
     total assets or shareholders' equity, as applicable, each year.
<F5> High and low stock price divided by reported income from continuing
     operations per share for the year.
<F6> For years 1991 to 1994, M/A-COM, Inc.'s fiscal year ended the Saturday
     closest to September 30th is included with AMP Incorporated's calendar
     year-end.
<F7> Cash dividends per share were not restated for the pooling-of-interests
     with M/A-COM, Inc.
<F8> Appropriate per share data has been adjusted for the effects of SFAS No.
     128. See Note 1 to the Consolidated Financial Statements.
<F9> 1997 accounting change represents a change to inventory costing methodology
     to include manufacturing engineering costs and a change in capacity
     assumptions used to determine inventory standard costs. See Note 1 to
     Consolidated Financial Statements.
</FN>
</TABLE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     The information appearing under "Management's Discussion & Analysis" on
pages 26-32 of the Company's 1997 Annual Report to Shareholders is incorporated
by reference.

ITEM 7A.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information appearning under "Market Risk and Financial Instruments" on
pages 31-32 of the Company's 1997 Annual Report to Shareholders is incorporated
by reference.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements and the related notes thereto,
together with the report thereon of Arthur Andersen LLP dated February 13, 1998,
appearing on pages 33-51 of the Annual Report to Shareholders for the year ended
December 31, 1997 are incorporated by reference.


     Financial Statement Schedules are filed under Item 14.


ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None.


PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     For information with respect to the Executive Officers of the Company, see
"Executive Officers of the Registrant" at the end of Part I of this Report. For
information with respect to the Directors of the Company, see "Election of
Directors" on pages 2-4 of the Proxy Statement for the AMP Incorporated 1998
Annual Shareholders' Meeting, which are incorporated by reference.

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Corporation's officers, directors, and persons owning more than ten percent
of a registered class of the Corporation's equity securities to file reports of
ownership and changes in ownership of all equity and derivative securities of
the Corporation with the Securities and Exchange Commission ("SEC") and the New
York Stock Exchange. The SEC regulations also require that a copy of all such
Section 16(a) forms filed must be furnished to the Corporation by the officers,
directors and greater than ten percent shareholders.

     Based solely on a review of the copies of such forms and amendments thereto
received by the Corporation, or written representations from the Corporation's
officers and directors that no Forms 5 were required to be filed, the
Corporation believes that during 1997 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were met with the exception of Richard P. Clark, for whom inadvertently
153 shares held by one son rather than two sons were reported in a Form 3 as
beneficially owned, and Juergen W. Gromer, for whom an exercise of stock options
was incorrectly reported as a "same day sale" rather than a "cashless for stock"
exercise whereby his holdings were increased by a net of 4,299 shares. Late or
amended filings were made promptly upon discovery of the oversight.


ITEM 11.  EXECUTIVE COMPENSATION

     Pages 6-19 and pages 26-27 of the Proxy Statement for the AMP Incorporated
1998 Annual Shareholders' Meeting are hereby incorporated by reference. These
pages set forth information on: i) compensation for directors; ii) benefit and
retirement oriented plans for directors; iii) Board of Directors committees and
meetings; iv) compensation for named executive officers; v) option/SAR grants in
1997; vi) options/SAR exercises in 1997 and fiscal year-end values; vii)
executive officers' retirement benefits; viii) termination of employment and
change of control arrangements; and ix) certain other relationships and related
transactions.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     Pages 5-6 and pages 19-20 of the Proxy Statement for the AMP Incorporated
1998 Annual Shareholders' Meeting are incorporated by reference as to security
ownership of executive officers and directors.

     Page 27 of the Proxy Statement for the AMP Incorporated 1998 Annual
Shareholders' Meeting is incorporated by reference as to principal shareholders
beneficially owning more than 5% of the outstanding Common Stock of the Company
as of March 3, 1998.

     There are no arrangements known to the Company that may at a subsequent
date result in a change in control of the Company.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Footnote (3) on page 7 and the section on page 27 entitled "Certain
Relationships and Related Transactions" of the Proxy Statement for the AMP
Incorporated 1998 Annual Shareholders' Meeting are incorporated by reference.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Documents Filed as a Part of the Form 10-K Report

1.   Consolidated Statements of Income, Shareholders' Equity, and Cash Flows,
     for the years ended December 31, 1997, 1996 and 1995; Consolidated Balance
     Sheets as of December 31, 1997 and 1996; the accompanying Notes to
     Consolidated Financial Statements; and the Report of Independent Public
     Accountants thereon, on pages 33-51 of the Annual Report to Shareholders
     for the year ended December 31, 1997, are incorporated by reference.

     Statements of the Registrant - Separate financial statements are omitted
     for AMP Incorporated since it is primarily an operating company and all
     subsidiaries included in the consolidated financial statements are wholly
     owned and their restricted net assets are not material in relation to total
     consolidated net assets at December 31, 1997.

2.   Financial Statement Schedules:

     Schedules Included:

             II - Valuation and Qualifying Accounts and Reserves

             Report of Company's Independent Public Accountants with respect
             to the Financial Statement Schedules

     Schedules Omitted: Schedules I, III, IV, and V are omitted as not
     applicable because the required matter or conditions are not present.

3.  EXHIBITS:

  Exhibit
  Number                        Description
  -------                      -------------

   3.(i)    - Restated Articles of Incorporation of the Company (incorporated by
            reference to Exhibit 3.(i).B of the Report on Form 8-K filed on
            January 31, 1995)

   3.(ii)   - Bylaws of the Company, as amended January 28, 1998

   4.A      - Shareholder Rights Plan adopted by the Company's Board of
            Directors October 25, 1989 (incorporated by reference to Exhibit 4.A
            of the 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

   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

 10.A*      - AMP Incorporated Stock Option Plan for Outside Directors
            (incorporated by reference to Exhibit 4.A of Registration No.
            33-54277 on Form S-8 as filed with the Securities Exchange
            Commission on June 24, 1994)

 10.B*      - Amendment to the AMP Incorporated Stock Option Plan for Outside
            Directors dated October 26, 1996 (incorporated by reference to
            Exhibit 10.B of the Report on Form 10-K for the year ended December
            31, 1996)

 10.C*      - Second Amendment to the AMP Incorporated Stock Option Plan for
            Outside Directors effective July 22, 1997 (incorporated by reference
            to Exhibit 10.E of the Report on Form 10-Q for the quarter ended
            September 30, 1997)

 10.D*      - Executive Severance Agreements dated August 8, 1996 between the
            Company and certain of the Company's Executive Officers with amended
            Schedule A listing the Executive Officers and noting differences
            between the agreements entered with the Executive Officers  (see
            also the section entitled "Termination of Employment and Change of
            Control Arrangements" on Page 26 of the Proxy Statement for the
            AMP Incorporated 1998 Annual Shareholders' Meeting incorporated by
            reference under Item 11, Part III of this Report)

  10.E*     - AMP Incorporated Bonus Plan (Stock Plus Cash) (see also footnote
            (1) on Pages 15-16 of the Proxy Statement for the AMP Incorporated
            1998 Annual Shareholders' Meeting incorporated by reference under
            Item 11, Part III of this Report)

  10.F*   - AMP Incorporated Pension Restoration Plan (January 1, 1995
            Restatement), a supplemental employee retirement plan (summarized
            on Page 17 of the Proxy Statement for the AMP Incorporated 1998
            Annual Shareholders' Meeting incorporated by reference under Item
            11, Part III of this Report) (incorporated by reference to Exhibit
            10.C of the Report on Form 10-Q for the quarter ended March 31,
            1995)

  10.G*     - Amendment to the AMP Incorporated Pension Restoration Plan dated
            as of July 23, 1997 (incorporated by reference to Exhibit 10.B of
            the Report on Form 10-Q for the quarter ended June 30, 1997)

  10.H*     - Third Amendment to the AMP Incorporated Pension Restoration Plan
            dated August 6, 1997 (incorporated by reference to Exhibit 10.L of
            the Report on Form 10-Q for the quarter ended September 30, 1997)

  10.I*     - Executive life insurance plan - AMP Incorporated Split-Dollar Life
            Insurance Plan effective October 1990, including the First Amendment
            dated and effective March 1, 1995 (incorporated by reference to
            Exhibit 10.F of the Report on Form 10-K for the year ended December
            31, 1996)

  10.J*     - Second Amendment to the Split-Dollar Life Insurance Agreement in
            the form dated October 1990, Amendment effective as of September 25,
            1997 (incorporated by reference to Exhibit 10.J of the Report on
            Form 10-Q for the quarter ended September 30, 1997)

  10.K*     - Executive split-dollar life insurance agreements in the form dated
            January 1995 (incorporated by reference to Exhibit 10.B of the
            Report on Form 10-Q for the quarter ended March 31, 1995)

  10.L*     - First Amendment to the Split-Dollar Life Insurance Agreement in
            the form dated January 1995, Amendment effective as of September 25,
            1997 (incorporated by reference to Exhibit 10.I of the Report on
            Form 10-Q for the quarter ended September 30, 1997)

  10.M*     - AMP Incorporated Deferred Compensation Plan effective January 1,
            1995 for selected management and highly compensated employees
            (incorporated by reference to Exhibit 10.D of the Report on Form
            10-Q for the quarter ended March 31, 1995)

  10.N*     - Amendment to the AMP Incorporated Deferred Compensation Plan for
            selected management and highly compensated employees dated October
            26, 1996 (incorporated by reference to Exhibit 10.J of the Report on
            Form 10-K for the year ended December 31, 1996)

  10.O*     - Fourth Amendment to the AMP Incorporated Deferred Compensation
            Plan for select management and highly compensated employees
            effective July 22, 1997 (incorporated by reference to Exhibit 10.B
            of the Report on Form 10-Q for the quarter ended September 30, 1997)

  10.P*     - Amendment to the AMP Incorporated Deferred Compensation Plan for
            selected management and highly compensated employees effective as of
            January 1, 1998

  10.Q*     - Deferred Compensation Plan for Non-Employee Directors
            (incorporated by reference to Exhibit 10.F of the Report on Form
            10-K for the year ended December 31, 1994)

  10.R*     - Amendment to the AMP Incorporated Deferred Compensation Plan for
            Non-Employee Directors dated October 26, 1996 (incorporated by
            reference to Exhibit 10.L of the Report on Form 10-K for the year
            ended December 31, 1996)

  10.S*     - Second Amendment to the Deferred Compensation Plan for Non-
            Employee Directors effective as of July 22, 1997 (incorporated by
            reference to Exhibit 10.F of the Report on Form 10-Q for the quarter
            ended September 30, 1997)

  10.T*     - Retirement plan for outside directors (October 23, 1996
            Restatement) (see also the section entitled "Retirement" on Pages
            8-9 of the Proxy Statement for the AMP Incorporated 1998 Annual
            Shareholders' Meeting)(incorporated by reference to Exhibit 10.M of
            the Report on Form 10-K for the year ended December 31, 1996)

  10.U*     - First Amendment to the Retirement Plan for Outside Directors
            effective as of July 22, 1997 (incorporated by reference to the
            Exhibit 10.H of the Report on Form 10-Q for the quarter ended
            September 30, 1997)

  10.V*     - Outside Directors Deferred Stock Accumulation Plan (see also the
            section entitled "Retirement" on Pages 8-9 of the Proxy Statement
            for the AMP Incorporated 1998 Annual Shareholders' meeting
            incorporated by reference under Item 11, Part III of this Report)
            (incorporated by reference to Exhibit 10.K of the Report on Form
            10-K for the year ended December 31, 1995)

  10.W*     - Amendment to the Outside Directors Deferred Stock Accumulation
            Plan dated October 26, 1996 (incorporated by reference to Exhibit
            10.O of the Report on Form 10-K for the year ended December 31,
            1996)

  10.X*     - Second Amendment to the Deferred Stock Accumulation Plan for
            Outside Directors effective as of July 22, 1997 (incorporated by
            reference to Exhibit 10.G of the Report on Form 10-Q for the quarter
            ended September 30, 1997)

  10.Y*     - Management Incentive Plan (January 1, 1996 Restatement) (see also
            column (d) of the Summary Compensation Table on Page 11 of the Proxy
            Statement for the AMP Incorporated 1998 Annual Shareholders' Meeting
            incorporated by reference under Item 11, Part III of this Report)
            (incorporated by reference to Exhibit 10 of the Report on Form
            10-Q for the quarter ended March 31, 1996)

  10.Z*     - Director and officer indemnification agreements dated October 22,
            1996 (incorporated by reference to Exhibit 10.S of the Report on
            Form 10-K for the year ended December 31, 1996)

  10.AA*    - AMP Incorporated 1993 Long-Term Equity Incentive Plan (see also
            footnote (1) on Page 13-14 of the Proxy Statement for the AMP
            Incorporated 1998 Annual Shareholders' Meeting incorporated by
            reference under Item 11, Part III of this Report) (incorporated by
            reference to Exhibit 10.B of the Report on Form 10-Q for the quarter
            ended September 30, 1995)

  10.BB*    - Amendment to the AMP Incorporated 1993 Long-Term Equity Incentive
            Plan dated October 26, 1996 (incorporated by reference to Exhibit
            10.U of the Report on Form 10-K for the year ended December 31,
            1996)

  10.CC*    - Second Amendment to the AMP Incorporated 1993 Long-Term Equity
            Incentive Plan effective as of July 22, 1997 (incorporated by
            reference to Exhibit 10.A of the Report on Form 10-Q for the quarter
            ended September 30, 1997)

  10.DD*    - Amendment to the AMP Incorporated 1993 Long-Term Equity Incentive
            Plan effective as of October 22, 1997

  10.EE*    - AMP Incorporated Stock Bonus Unit and Supplemental Cash Bonus
            Agreement (incorporated by reference to Exhibit 10.B of the Report
            on Form 10-Q for the quarter ended September 30, 1993)

  10.FF*    - AMP Incorporated Non-Qualified Stock Option Agreement
            (incorporated by reference to Exhibit 10.C of the Report on Form
            10-Q for the quarter ended September 30, 1993)

  10.GG*    - AMP Incorporated Incentive Stock Option Agreement (incorporated by
            reference to Exhibit 10.D of the Report on Form 10-Q for the quarter
            ended September 30, 1993)

  10.HH*    - AMP Incorporated Performance Restricted Share Agreement
            (incorporated by reference to Exhibit 10.C of the Report on Form
            10-Q for the quarter ended September 30, 1995)

  10.II*    - Employment agreement between the Company and Mr. Phillipe Lemaitre
            dated February 19, 1997 (incorporated by reference to Exhibit 10.A
            of the Report on Form 10-Q for the quarter ended June 30, 1997)

  10.JJ     - AMP Incorporated Supplemental Benefit Trust Agreement entered into
            as of April 1, 1997 between the Company and Dauphin Deposit Bank and
            Trust Company (incorporated by reference to Exhibit 10.C of the
            Report on Form 10-Q for the quarter ended June 30, 1997)

  10.KK     - First Amendment to the Supplemental Benefit Trust Agreement
            effective September 25, 1997 (incorporated by reference to Exhibit
            10.D of the Report on Form 10-Q for the quarter ended September 30,
            1997)

  10.LL*    - AMP Incorporated Supplemental Executive Pension Plan dated June 9,
            1997 (incorporated by reference to Exhibit 10.D of the Report on
            Form 10-Q for the quarter ended June 30, 1997)

  10.MM*    - First Amendment to the AMP Incorporated Supplemental Executive
            Pension Plan effective July 22, 1997 (incorporated by reference to
            Exhibit 10.C of the Report on Form 10-Q for the quarter ended
            September 30, 1997)

  10.NN*    - Restricted stock agreement between the Company and Mr. Robert Ripp
            dated as of August 15, 1994 (incorporated by reference to Exhibit
            10.R of the Report on Form 10-K for the year ended December 31,
            1994)

   13       - Portions of the Annual Report to Shareholders for the year ended
            December 31, 1997 that are specifically incorporated by reference
            into this Report

   21     - List of Subsidiaries

   23     - Consent of Independent Public Accountants

   27     - Financial Data Schedule
----------------------

*    A management contract or compensatory plan or arrangement required to be
     filed as an exhibit to this form pursuant to the requirements of this 10-K
     Annual Report.

THE COMPANY WILL FURNISH ANY EXHIBIT LISTED ABOVE UPON REQUEST. EXCEPT FOR THE
ANNUAL REPORT TO SHAREHOLDERS, PAYMENT FOR THE COST OF PROVIDING THE EXHIBIT
MAY BE REQUIRED FOR VOLUMINOUS EXHIBITS.

(b)   Reports on Form 8-K

      There were no Reports on Form 8-K filed for the three month period ended
      December 31, 1997.

<PAGE>
                               SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized, as of the
27th day of March 1998.

                                   AMP Incorporated
                                   (Registrant)

                                   /s/  William S. Urkiel
                                By______________________________
                                   William S. Urkiel,
                                   Vice President and
                                   Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
annual report has been signed below by the following persons on behalf of the
registrant and in the capacities and as of the dates indicated.

     Signature                Title                        Date

/s/  J. E. Marley
____________________  Chairman                         March 27, 1998
(J. E. Marley)

/s/  W. J. Hudson
____________________  Chief Executive Officer and      March 27, 1998
(W. J. Hudson)        President and a Director
                      (Principal Executive Officer)

/s/ W. S. Urkiel
____________________  Vice President and               March 27, 1998
(W. S. Urkiel)        Chief Financial Officer
                      (Principal Financial Officer)

/s/  M. E. Lang
____________________  Controller                       March 27, 1998
(M. E. Lang)


____________________  Director                         March 27, 1998
(D. F. Baker)

/s/ Ralph D. DeNunzio
____________________  Director                         March 27, 1998
(R. D. DeNunzio)


/s/  B. H. Franklin
____________________  Director                         March 27, 1998
(B. H. Franklin)

/s/  J. M. Hixon
____________________  Director                         March 27, 1998
(J. M. Hixon)

/s/  J. M. Magliochetti
____________________  Director                         March 27, 1998
(J. M. Magliochetti)

/s/ H. A. McInnes
____________________  Director                         March 27, 1998
(H. A. McInnes)

/s/ J. J. Meyer
____________________  Director                         March 27, 1998
(J. J. Meyer)


____________________  Director                         March 27, 1998
(J. C. Morley)

/s/ P. G. Schloemer
____________________  Director                         March 27, 1998
(P. G. Schloemer)

/s/  T. Shiina
____________________  Director                         March 27, 1998
(T. Shiina)

<PAGE>

                               AMP INCORPORATED & SUBSIDIARIES
<TABLE>
Schedule II
                        VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
<CAPTION>
                                   Balance at    Additions     Deductions                         Balance at
                                   Beginning     Charged to    from              Translation      End
Description                        of Year       Expense       Reserves<F1>      Adjustments      of Year
-----------                       -----------    ----------     ------------     -----------      -----------
<S>                               <C>            <C>            <C>              <C>               <C>
RESERVE DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSET TO WHICH IT APPLIES:
  Reserve for doubtful accounts--

  Year ended December 31, 1997    $27,872,000   $ 6,483,000     $(3,708,000)     $(1,968,000)      $28,679,000
  Year ended December 31, 1996    $24,539,000   $10,352,000     $(6,172,000)     $  (847,000)      $27,872,000
  Year ended December 31, 1995    $22,701,000    $6,549,000     $(5,063,000)     $   352,000       $24,539,000
----------
<FN>
<F1>  Uncollectible accounts charged against the reserve, net of recoveries.
</FN>
</TABLE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To AMP Incorporated:

     We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in AMP Incorporated's annual
report to shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated February 13, 1998. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
listed in Item 14-2 is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

Philadelphia, PA
  February 13, 1998

                                     /s/ Arthur Andersen LLP
                                   ----------------------------
                                       Arthur Andersen LLP


APPENDIX

             10-K Report for Year Ended December 31, 1997

1)   Part III, Item 10, Directors and Executive Officers of the Registrant. Page
     2 of the Proxy Statement for the AMP Incorporated 1998 Annual Shareholders'
     Meeting includes portrait photographs of the following directors and
     nominees for director: Ralph D. DeNunzio and Barbara Hackman Franklin. Page
     3 of said Proxy Statement includes portrait photographs of the following
     directors and nominees for director: Joseph M. Hixon III; William J.
     Hudson, Jr.; Joseph M. Magliochetti, James E. Marley and Harold A. McInnes.
     Page 4 of said Proxy Statement includes portrait photographs of the
     following directors and nominees for director: Jerome J. Meyer; John C.
     Morley; Paul G. Schloemer; and Takeo Shiina.

                      EXHIBIT INDEX
  Exhibit
  Number                        Description
  -------                      -------------

   3.(i)    - Restated Articles of Incorporation of the Company (incorporated by
            reference to Exhibit 3.(i).B of the Report on Form 8-K filed on
            January 31, 1995)

   3.(ii)   - Bylaws of the Company, as amended January 28, 1998

   4.A      - Shareholder Rights Plan adopted by the Company's Board of
            Directors October 25, 1989 (incorporated by reference to Exhibit 4.A
            of the 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

   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

 10.A*      - AMP Incorporated Stock Option Plan for Outside Directors
            (incorporated by reference to Exhibit 4.A of Registration No.
            33-54277 on Form S-8 as filed with the Securities Exchange
            Commission on June 24, 1994)

 10.B*      - Amendment to the AMP Incorporated Stock Option Plan for Outside
            Directors dated October 26, 1996 (incorporated by reference to
            Exhibit 10.B of the Report on Form 10-K for the year ended December
            31, 1996)

 10.C*      - Second Amendment to the AMP Incorporated Stock Option Plan for
            Outside Directors effective July 22, 1997 (incorporated by reference
            to Exhibit 10.E of the Report on Form 10-Q for the quarter ended
            September 30, 1997)

 10.D*      - Executive Severance Agreements dated August 8, 1996 between the
            Company and certain of the Company's Executive Officers with amended
            Schedule A listing the Executive Officers and noting differences
            between the agreements entered with the Executive Officers  (see
            also the section entitled "Termination of Employment and Change of
            Control Arrangements" on Page 26 of the Proxy Statement for the
            AMP Incorporated 1998 Annual Shareholders' Meeting incorporated by
            reference under Item 11, Part III of this Report)

  10.E*     - AMP Incorporated Bonus Plan (Stock Plus Cash) (see also footnote
            (1) on Pages 15-16 of the Proxy Statement for the AMP Incorporated
            1998 Annual Shareholders' Meeting incorporated by reference under
            Item 11, Part III of this Report)

  10.F*   - AMP Incorporated Pension Restoration Plan (January 1, 1995
            Restatement), a supplemental employee retirement plan (summarized
            on Page 17 of the Proxy Statement for the AMP Incorporated 1998
            Annual Shareholders' Meeting incorporated by reference under Item
            11, Part III of this Report) (incorporated by reference to Exhibit
            10.C of the Report on Form 10-Q for the quarter ended March 31,
            1995)

  10.G*     - Amendment to the AMP Incorporated Pension Restoration Plan dated
            as of July 23, 1997 (incorporated by reference to Exhibit 10.B of
            the Report on Form 10-Q for the quarter ended June 30, 1997)

  10.H*     - Third Amendment to the AMP Incorporated Pension Restoration Plan
            dated August 6, 1997 (incorporated by reference to Exhibit 10.L of
            the Report on Form 10-Q for the quarter ended September 30, 1997)

  10.I*     - Executive life insurance plan - AMP Incorporated Split-Dollar Life
            Insurance Plan effective October 1990, including the First Amendment
            dated and effective March 1, 1995 (incorporated by reference to
            Exhibit 10.F of the Report on Form 10-K for the year ended December
            31, 1996)

  10.J*     - Second Amendment to the Split-Dollar Life Insurance Agreement in
            the form dated October 1990, Amendment effective as of September 25,
            1997 (incorporated by reference to Exhibit 10.J of the Report on
            Form 10-Q for the quarter ended September 30, 1997)

  10.K*     - Executive split-dollar life insurance agreements in the form dated
            January 1995 (incorporated by reference to Exhibit 10.B of the
            Report on Form 10-Q for the quarter ended March 31, 1995)

  10.L*     - First Amendment to the Split-Dollar Life Insurance Agreement in
            the form dated January 1995, Amendment effective as of September 25,
            1997 (incorporated by reference to Exhibit 10.I of the Report on
            Form 10-Q for the quarter ended September 30, 1997)

  10.M*     - AMP Incorporated Deferred Compensation Plan effective January 1,
            1995 for selected management and highly compensated employees
            (incorporated by reference to Exhibit 10.D of the Report on Form
            10-Q for the quarter ended March 31, 1995)

  10.N*     - Amendment to the AMP Incorporated Deferred Compensation Plan for
            selected management and highly compensated employees dated October
            26, 1996 (incorporated by reference to Exhibit 10.J of the Report on
            Form 10-K for the year ended December 31, 1996)

  10.O*     - Fourth Amendment to the AMP Incorporated Deferred Compensation
            Plan for select management and highly compensated employees
            effective July 22, 1997 (incorporated by reference to Exhibit 10.B
            of the Report on Form 10-Q for the quarter ended September 30, 1997)

  10.P*     - Amendment to the AMP Incorporated Deferred Compensation Plan for
            selected management and highly compensated employees effective as of
            January 1, 1998

  10.Q*     - Deferred Compensation Plan for Non-Employee Directors
            (incorporated by reference to Exhibit 10.F of the Report on Form
            10-K for the year ended December 31, 1994)

  10.R*     - Amendment to the AMP Incorporated Deferred Compensation Plan for
            Non-Employee Directors dated October 26, 1996 (incorporated by
            reference to Exhibit 10.L of the Report on Form 10-K for the year
            ended December 31, 1996)

  10.S*     - Second Amendment to the Deferred Compensation Plan for Non-
            Employee Directors effective as of July 22, 1997 (incorporated by
            reference to Exhibit 10.F of the Report on Form 10-Q for the quarter
            ended September 30, 1997)

  10.T*     - Retirement plan for outside directors (October 23, 1996
            Restatement) (see also the section entitled "Retirement" on Pages
            8-9 of the Proxy Statement for the AMP Incorporated 1998 Annual
            Shareholders' Meeting)(incorporated by reference to Exhibit 10.M of
            the Report on Form 10-K for the year ended December 31, 1996)

  10.U*     - First Amendment to the Retirement Plan for Outside Directors
            effective as of July 22, 1997 (incorporated by reference to the
            Exhibit 10.H of the Report on Form 10-Q for the quarter ended
            September 30, 1997)

  10.V*     - Outside Directors Deferred Stock Accumulation Plan (see also the
            section entitled "Retirement" on Pages 8-9 of the Proxy Statement
            for the AMP Incorporated 1998 Annual Shareholders' meeting
            incorporated by reference under Item 11, Part III of this Report)
            (incorporated by reference to Exhibit 10.K of the Report on Form
            10-K for the year ended December 31, 1995)

  10.W*     - Amendment to the Outside Directors Deferred Stock Accumulation
            Plan dated October 26, 1996 (incorporated by reference to Exhibit
            10.O of the Report on Form 10-K for the year ended December 31,
            1996)

  10.X*     - Second Amendment to the Deferred Stock Accumulation Plan for
            Outside Directors effective as of July 22, 1997 (incorporated by
            reference to Exhibit 10.G of the Report on Form 10-Q for the quarter
            ended September 30, 1997)

  10.Y*     - Management Incentive Plan (January 1, 1996 Restatement) (see also
            column (d) of the Summary Compensation Table on Page 11 of the Proxy
            Statement for the AMP Incorporated 1998 Annual Shareholders' Meeting
            incorporated by reference under Item 11, Part III of this Report)
            (incorporated by reference to Exhibit 10 of the Report on Form
            10-Q for the quarter ended March 31, 1996)

  10.Z*     - Director and officer indemnification agreements dated October 22,
            1996 (incorporated by reference to Exhibit 10.S of the Report on
            Form 10-K for the year ended December 31, 1996)

  10.AA*    - AMP Incorporated 1993 Long-Term Equity Incentive Plan (see also
            footnote (1) on Page 13-14 of the Proxy Statement for the AMP
            Incorporated 1998 Annual Shareholders' Meeting incorporated by
            reference under Item 11, Part III of this Report) (incorporated by
            reference to Exhibit 10.B of the Report on Form 10-Q for the quarter
            ended September 30, 1995)

  10.BB*    - Amendment to the AMP Incorporated 1993 Long-Term Equity Incentive
            Plan dated October 26, 1996 (incorporated by reference to Exhibit
            10.U of the Report on Form 10-K for the year ended December 31,
            1996)

  10.CC*    - Second Amendment to the AMP Incorporated 1993 Long-Term Equity
            Incentive Plan effective as of July 22, 1997 (incorporated by
            reference to Exhibit 10.A of the Report on Form 10-Q for the quarter
            ended September 30, 1997)

  10.DD*    - Amendment to the AMP Incorporated 1993 Long-Term Equity Incentive
            Plan effective as of October 22, 1997

  10.EE*    - AMP Incorporated Stock Bonus Unit and Supplemental Cash Bonus
            Agreement (incorporated by reference to Exhibit 10.B of the Report
            on Form 10-Q for the quarter ended September 30, 1993)

  10.FF*    - AMP Incorporated Non-Qualified Stock Option Agreement
            (incorporated by reference to Exhibit 10.C of the Report on Form
            10-Q for the quarter ended September 30, 1993)

  10.GG*    - AMP Incorporated Incentive Stock Option Agreement (incorporated by
            reference to Exhibit 10.D of the Report on Form 10-Q for the quarter
            ended September 30, 1993)

  10.HH*    - AMP Incorporated Performance Restricted Share Agreement
            (incorporated by reference to Exhibit 10.C of the Report on Form
            10-Q for the quarter ended September 30, 1995)

  10.II*    - Employment agreement between the Company and Mr. Phillipe Lemaitre
            dated February 19, 1997 (incorporated by reference to Exhibit 10.A
            of the Report on Form 10-Q for the quarter ended June 30, 1997)

  10.JJ     - AMP Incorporated Supplemental Benefit Trust Agreement entered into
            as of April 1, 1997 between the Company and Dauphin Deposit Bank and
            Trust Company (incorporated by reference to Exhibit 10.C of the
            Report on Form 10-Q for the quarter ended June 30, 1997)

  10.KK     - First Amendment to the Supplemental Benefit Trust Agreement
            effective September 25, 1997 (incorporated by reference to Exhibit
            10.D of the Report on Form 10-Q for the quarter ended September 30,
            1997)

  10.LL*    - AMP Incorporated Supplemental Executive Pension Plan dated June 9,
            1997 (incorporated by reference to Exhibit 10.D of the Report on
            Form 10-Q for the quarter ended June 30, 1997)

  10.MM*    - First Amendment to the AMP Incorporated Supplemental Executive
            Pension Plan effective July 22, 1997 (incorporated by reference to
            Exhibit 10.C of the Report on Form 10-Q for the quarter ended
            September 30, 1997)

  10.NN*    - Restricted stock agreement between the Company and Mr. Robert Ripp
            dated as of August 15, 1994 (incorporated by reference to Exhibit
            10.R of the Report on Form 10-K for the year ended December 31,
            1994)

   13       - Portions of the Annual Report to Shareholders for the year ended
            December 31, 1997 that are specifically incorporated by reference
            into this Report

   21     - List of Subsidiaries

   23     - Consent of Independent Public Accountants

   27     - Financial Data Schedule