SECURITIES AND EXCHANGE COMMISSION 
                    Washington, D.C. 20549
               ----------------------------------
                         FORM 10-K
                           
  [ X ] Annual Report Pursuant to Section 13 or 15(d) of the
        Securities Exchange Act of 1934
        For the year ended December 31, 1995
                               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,
                   A Pennsylvania corporation
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 (Exact name of registrant as specified in its charter, and state of
                          incorporation)
                          
             Employer Identification No.  23-0332575

                Harrisburg, Pennsylvania 17105-3608
                ------------------------------------
       (Address of principal executive offices of registrant)
                                  
                           (717) 564-0100
                                  
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Securities registered pursuant to Section 12(b) of the Act:

    Title of Each Class                 Exchange on which Registered

Common Stock (without Par Value)                    New York
(Outstanding at 3/08/96 - 219,313,134
 shares)

Securities registered pursuant to Section 12(g) of the Act:
     None 
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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.  [X]

Aggregate market value of the voting stock held by non-affiliates 
of the registrant as of March 8, 1996: $9,104,311,834
(217,416,402 shares at $41.875 per share).  For purposes of the 
foregoing calculation, all directors and members of the Global 
Strategic Planning Committee of the registrant 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, 1995(Parts I, II, IV)
     2.   Cited portions of the Proxy Statement for the AMP
          Incorporated 1996 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, 1995
PART I.

ITEM 1.   BUSINESS

NOTE:  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.

     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 Computer/Office, 
Industrial/Commercial, Communications, Consumer Goods, 
Transportation (including automotive)/Electrical, Aerospace/ 
Military, and Construction. 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 1995, 85 percent of product was
sold through direct channels to market and 15 percent through
distribution and co-op affiliate channels.  Sales and/or 
manufacturing operations have been established in 212 Company 
facilities located in 43 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, 
the Company is now diversifying into total interconnection 
systems, related components, and connector-intensive assemblies.  
At the end of 1995 the Company employed approximately 40,800 
people worldwide, up 6,800 from year-end 1994.

     Markets
     -------
   The Company serves over 250,000 customer locations in over 104 
countries, covering many diverse markets.  Key financial measures 
charting the development of the Company's business during the 
past 5 years are set forth in the "Historical Data" table of the 
Company's 1995 Annual Report to shareholders, and 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 1993-1995, 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 45 of the 
Company's 1995 Annual Report to shareholders and incorporated 
herein by reference.  The Company's diversification of worldwide 
sales is evidenced by the following table:

GEOGRAPHIC SEGMENTS                   1995      1994       1993
(percent)

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

For 1995, the Company's sales were distributed across general 
markets as follows:

MARKETS
(percent)

     Aerospace/Military                 5
     Industrial/Commercial             13
     Communications                    21
     Computer/Office                   18
     Consumer Goods                     7
     Transportation/Electrical         24
     Distribution, Construction, etc.  12


     The business in which the Company is engaged is highly 
competitive.  The number of competitors is estimated at over 
1,500 worldwide, and in all products the Company is subject to 
active direct and indirect competition.  The markets available to 
the Company have generally been growing as a whole, although the 
10 years ending in 1993 saw slower growth due to recessions, 
industry corrections and 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, and only secondarily competes 
on a price basis.  The Company's broad range of products, 
worldwide sales and marketing presence, and service 
innovations such as 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 have served to differentiate the Company from its 
competitors and allowed the Company to become a supplier of 
choice to many customers as they reduce their supplier lists 
and seek global sourcing contracts.

     The Company is also realigning 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.  The 
Company has over 15,100 patents or utility models issued or 
pending throughout the world.  AMP ranks 20th among U.S. 
corporations and 43rd among all patentees for U.S. patents 
granted during 1995.  The Company aggressively enforces its 
patents to preserve its proprietary technological advantages.

     The Company's backlog of unfilled orders increased in 1995 
to $1 billion at year-end compared to $825 million at year-end 
1994 as the result of the robust economic recovery that occurred
throughout the world during the first nine months of the year and
the Company's resulting good sales growth in each geographic 
segment and virtually all market categories during that period.
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.  In the 1st quarter the Company
usually experiences some seasonal strengthening in domestic
sales and orders compared with the prior 4th quarter
performance as customers resume operations after the holidays
and replenish inventories following the year-end close.

     In 1995 the Company's 2nd quarter earnings, before
including M/A-COM's results, of 61 cents per share set a new high
for the Company.  However, as restated to account for the
pooling-of-interests with M/A-COM, the Company's 2nd quarter
earnings were 45 cents per share, reduced by the one-time
merger costs and the dilutive effect from issuing AMP shares
in exchange for all M/A-COM stock.  The Company's 3rd quarter
earnings were 51 cents per share, having been negatively
impacted by the seasonal dip in sales, as well as currency
effects and a charge for consolidating our US military/
aerospace connector operations, inclusion of the full loss
of our AMP-AKZO printed circuit board business because
we acquired 100% control of the AMP-AKZO joint venture
and a higher effective tax rate.  For the year, the
Company's earnings per share, accounting for the merger
special charge and dilutive effect, were a record $1.96
per share.

     The Company's normal terms of sale are net 30 days, and the 
average days outstanding for accounts receivable is typically 45 
days in the U.S. and 72 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.  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 100,000 types 
and sizes of products, including terminals; fiber-optic, printed 
circuit board and cable connectors and assemblies; connectorized 
printed circuit boards; cable and cabling systems; sensors; wide 
and local area network products and systems; and related 
application tools and machines. These products represent over 
500,000 active part numbers in over 430 global product lines.  
Nearly 90% of the Company's business is in electronic/electrical 
connection, switching and programming devices and associated 
application tools and machines.  Included within this product 
area 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.  Over 50% of the Company's sales are of 
products provided in strip form or on reels and applied by 
customers with special application machines, and an additional 
8% are of products that are applied with special tools.  The 
balance of sales is of pre-assembled devices and other products 
that do not require application tools or machines.  Over 90% 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.  The Company has 
provided over 50,000 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 over 150 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.

     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 $25 billion to around 
$80 billion.  Part of this new breadth of potential business will 
come from cables, fiber-optic and signal conditioning products, 
and flexible circuitry based connectors and sensors that expand 
the Company's connector and interconnection technology.  Another 
source for expansion is into interconnection solutions, such as 
cable and board assemblies, that are logically related to those 
connector and interconnection competencies.  The final thrust 
toward new opportunities for growth addresses needs for home
automation, PC cards, microwave technologies, and 
networking/premise wiring hardware, software and related 
services.

     The Company is accomplishing this growth by new product 
development as well as 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 introduced during the last 5 years) 
continue to represent nearly 20% of current sales.  In 1995
the Company added about 20 new product families and over 50,000
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.  On 
June 30, 1995 a subsidiary of the Company merged into M/A-COM, 
Inc., a Massachusetts corporation, which caused M/A-COM, Inc. to
become a wholly-owned subsidiary of the Company.   M/A-COM, a 
world leader in the design and manufacture of microwave, 
millimeter wave, wireless telephone and radio frequency 
interconnection components to the wireless data and 
telecommunications industries, will enhance the Company's
strategic presence in the high-growth market for advanced
wireless components.

     Operations
     ----------
     While the Company's principal offices are located in 
Harrisburg, Pennsylvania, the Company is realigning its 
operations into a seamless global organization that lends 
regional governance and support to horizontally interdependent 
businesses that act locally but think globally.  The regions 
are identified as the Americas, Asia/Pacific and Europe/Middle 
East/Africa (EMEA), and the current businesses are the terminal 
and connector business and the Global Interconnect Systems 
Business.  The terminal and connector business constitutes the 
Company's more traditional lines of products.  The Global 
Interconnect Systems Business embraces the Company's efforts 
to broaden its market opportunities into subsystems, electro-
optic products and complete interconnection systems and services 
for OEMs and end-use customers.  During 1995 the Global 
Interconnect Systems Business realigned regionally, 
paralleling the global structure of the Company's terminal and 
connector business and positioned itself to benefit by the regional
support organization.

     The Company's efforts to integrate both regionally and 
globally should allow it to capitalize on the regionalization of 
the customers' production operations and trade that is being seen 
to one degree or another in all three geographic regions. 
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.  At the same time 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, China, Hungary, the Philippines, Thailand, 
the Czech Republic, Poland, Turkey, Ireland, Israel, South
Africa and Slovenia, and marketing activities have been extended
into Indonesia, Vietnam, Pakistan, Eastern Europe, South Africa 
and the Middle East.  Broadened capabilities are being developed
around the world for the personal computer, wireless products, 
networking, telecommunications, power utility and transportation 
markets to augment regional efforts to provide products that support 
infrastructure advances in developing nations.

	Acquisitions have become an integral part of the Company's 
growth and diversification strategy.  In 1995 the Company acquired 
M/A-COM, Inc. and POWERFLOR, and acquired 100% control of the AMP-AKZO 
joint venture in printed circuit boards.  POWERFLOR's modular 
flooring technology will facilitate installation of AMP 
interconnection systems and networking/premises wiring in existing 
solid floor buildings.  In addition to these acquisitions, in 
February 1996 the Company acquired Madison Cable Corporation, a 
leader in high performance, engineered electronic cables, and Parm 
Tool, which affords the Company greater capabilities in mold design 
and mold making.  Acquisitions enable the Company to enhance existing
capabilities and fill niches in our rapidly expanding range of
interconnection products.

     The Company's Journey to Excellence is a comprehensive 
program seeking continuous improvement in all phases of its 
business.  It uses techniques such as "process mapping," "value 
analysis," "successfully demonstrated practices" and extensive 
"benchmarking," and has become an integral part of the fabric of 
the Company's operations.  Goals include increased flexibility in 
global programs to adapt to changing business dynamics, and the 
program is being updated to incorporate growth and profitability 
issues such as the anticipation of customer needs.  This program 
continues to raise the standard of performance in terms of 
quality, productivity, delivery, service, engineering skills and 
many other key aspects of the Company's business, and is being 
tailored to fit into each region's strategies for the future.

     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.  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.

     The Company is nearing the culmination of a 6-year effort to 
certify its quality management systems to the rigorous 
International Organization for Standardization (ISO) 9000 
standard.   Worldwide, the quality management systems of 36 
business units and their associated facilities, representing
virtually all of the Company's operations, have either received 
or have been recommended for ISO certification. 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.  
The Company is also aggressively pursuing the certification of 
its locations to the more rigorous Manufacturing Requirements
Planning (MRP) II, Class A standards for manufacturing 
requirements planning systems.  Manufacturing employment 
increased by over 9,000 in 1995 to more than 25,000 people.

     Product standards are playing 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 in over 
500 industry associations and standards-setting bodies are 
involved in laying the groundwork for the acceptance of the 
Company's products under applicable standards.  The Company has 
developed a unique training course that has gained significant 
customer and national recognition, and that is becoming the basis 
for a national program by the American National Standards 
Institute.

     The Company has a corporate-wide program for managing 
current and emerging environmental issues.  Sound environmental
practices are promoted by adoption and implementation of strict 
internal standards that meet or exceed known and anticipated 
regulatory, industry and customer-driven environmental 
requirements worldwide.  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 mainframe-based 
computer data base, and resources to provide support to 
operations staff in achieving environmental compliance generally.  
In 1995 the Company formalized its global approach for managing
environmental matters through the recently created corporate
group known as Global Environmental Services, with staff in 
Harrisburg, London and Singapore.  Global Environmental Services
coordinates global environmental programs and works closely with
other units of the Company to further compliance with the 
Companies environmental policies.  The Company has positioned 
itself to timely respond to possible customer requirements in 
1996 for certification under the new ISO 14000 environmental 
standard.

     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 capital expenditures, earnings and the 
competitive position of the Company.  However, the Company is 
potentially liable for investigative and environmental clean-up 
costs at a number of sites the Company owns and at sites owned by 
third parties.  The Company has been identified as a Potentially 
Responsible Party at 5 National Priorities List ("NPL")sites in the 
U.S. owned by third parties pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"). In addition, the
Company is identified as an alleged source of waste at 3 sites owned 
by third parties at which a state has jurisdiction over the response 
action.  The Company has spent a total of approximately $500,000 to 
date at these sites, and future costs could be in the range of $2.2 
to $6.7 million or more.  

The Company also is investigating potential liability at 22 of its 
current or former facilities, including facilities associated with its
subsidiaries.  One of these sites is listed on the NPL and is subject 
to a corrective action consent order under the Resource Conservation 
and Recovery Act.  The Company has spent approximately $1.9 million 
since 1984 to remediate this property.  Cleanup has progressed to the 
point where the Company filed a petition in 1995 to have the site 
removed from the NPL.  Future costs associated with this site are 
expected to total approximately $1 million dollars over the next 
5 years.  Additionally, the Company has incurred approximately 
$1.7 million in costs to remediate conditions at its current facility 
in Williamstown, PA and an additional $2.8 million in costs are expected. 
Two properties formerly occupied by M/A-COM in Sunnyvale, CA and New
Brunswick, NJ are also undergoing remediation, with expected future
costs of approximately $1.5 million.  The Company has spent approximately
$12.2 million on the remaining 17 current or former properties since
1984 and future costs are anticipated to be $1 to $2 million annually 
for the next several years.  Several of these facilities are believed 
to have been impacted by third parties and the Company is taking 
appropriate legal action.

     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 60%), 
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.  A new, more powerful 
worldwide CAD/CAM computer workstation network system was
installed during 1995 to assist the nearly 5,600 engineers,
scientists and technicians employed by the Company.

     Research and development expenditures for the creation and 
application of new and improved products and processes were $351
million in 1995, $287 million in 1994, and $277 million in 1993.  
Total spending on research, development and engineering (RD&E) 
was $568 million, $478 million, and $425 million in 1995, 1994, 
and 1993 respectively, representing 10.9%, 10.9% and 11.2% 
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.  Such statements should be considered as subject to
uncertainties that exist in the Company's operations and business
environment.  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 Yen and Mark, 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 the OEMs are passing the price
     pressure on 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 our non-
     traditional businesses.

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

*    Unexpected governmental policies and actions including, but
     not limited to, growing protectionism, sourcing requirements, and
     confiscation of assets.

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

*    During an unforeseen business downturn, underutilization of
     AMP's factories and plants could become an issue.

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

*    The difficulties and unanticipated expense of assimilating
     newly-acquired businesses into our business portfolio.

*    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 form
     AMP technologies or core competencies.

*    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. For example, new technological innovations in the
     computer industry.

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


ITEM 2.   PROPERTIES

     The Company has approximately 14.6 million sq. ft. of 
utilized floor space in 212 facilities located in the United 
States and 42 other countries.  Facilities were enlarged or 
added in over a dozen countries in 1995, representing an 
increase of approximately 2.6 million sq. ft.  During 1995, 
construction included a new 200,000 sq. ft. engineering building 
and expansion of our global training and development center, both in
the Harrisburg, Pennsylvania area.  International construction projects
included new production facilities or expansion of existing facilities
in France, the Czech Republic, Germany, Hungary, Italy, Scotland, Spain,
Switzerland, Malaysia and China.  Facilities are being added in North 
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 to be built northeast of
Harrisburg, Pennsylvania to support the Company's growth in the 
consumer goods market.  Also planned for 1996 are 3 new manufacturing
facilities.

     Reflecting the Company's efforts to consolidate into more 
efficient integrated production operations, total floor space in 
terms of sq. ft. decreased slightly from 1985 to 1986 and remained 
relatively constant until 1992.  Since 1992 floor space has 
increased to 11.4 million sq. ft. in 1993, 12.0 million sq. ft. in 
1994, and 14.6 million sq. ft. in 1995.  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 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 9.1 million sq. ft. of floor space 
in 113 plants located in 22 countries is devoted to production 
operations, and approximately an additional 2.9 million sq. ft. in 
64 plants located in 18 countries is utilized for engineers, 
scientists, technicians, researchers, and office support personnel.
U.S. manufacturing, warehousing and administrative facilities are 
located in Pennsylvania (51), North Carolina (21), California (17), 
Texas (6), Virginia (4), Florida (3), Massachusetts (2), Connecticut 
(2), Oregon (2), Arizona (1), Delaware (1), Georgia (1), Illinois 
(1) and New Jersey (1).  Nearly half of these facilities are 
manufacturing plants.  The Company's operations in the 42 
countries other than the U.S. involve 70 major facilities (5,000
sq. ft. or larger) located throughout the world, 36 of which perform
manufacturing functions and 34 of which have office/marketing/
engineering/research functions, and 10 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.

     In connection with construction of an engineering building 
in the Harrisburg, Pennsylvania area, in 1995 the Company 
received a low interest loan totaling approximately $2 million 
from the Pennsylvania Industrial Development Authority (PIDA).  
PIDA provides low interest loans to businesses in the Harrisburg 
area for land and building acquisition and facility construction.

     Capital expenditures were $713 million in 1995, up from $473 
million in 1994 and $370 million in 1993. Capital expenditures for
1996 are expected to remain relatively consistent with the 1995 
level as the Company continues to expand into new product areas 
and geographic markets and to provide for additional production 
capability to meet anticipated increased demand.  Approximately 
three quarters of the 1995 capital expenditures were for machinery,
equipment and systems to add capacity on many existing products, 
tool up new products, and improve quality, productivity and 
delivery.  The current rate of capacity utilization is estimated at 
70% in the Americas, 85-90% in EMEA and 80% in Asia/Pacific.  
Increased manufacturing capacity has generally kept pace with 
increased use of the available capacity, particularly in the 
U.S., although greater use of multi-shift operations and 
regionalized coordination of production resources has tended to 
increase utilization in EMEA and Asia/Pacific.

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, 1996 and positions held 
with the Company.  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. Horowitz, Ripp and Urkiel have been employed 
by the Company for more than 8 years. Messrs. Marley, Hudson, 
Dalrymple, Goonrey, Guarneschelli, Gurski and Hassan have been 
executive officers for more than the past 6 years.

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

James E. Marley *.......... 60  Chairman of the Board 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. *... 61  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 ..............  54  Vice President and Chief
                                Financial Officer since 1994.

                                Mr. Ripp joined the Company in
                                1994 in the position of Vice
                                President, Finance.
                           
Herbert M. Cole............ 59  President, Asia/Pacific and
                                Vice President since 1995.

                                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, and Vice President
                                Asia/Pacific in 1995.

Ted L. Dalrymple........... 63  Vice President, Global Marketing
                                since 1987.

                                Mr. Dalrymple was divisional Vice
                                President, International Sales
                                from 1980 to 1987.
                         
Charles W. Goonrey........  59  Vice President, 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.
                           
Philip Guarneschelli......  63  Vice President and Chief Human
                                Resource Officer since 1996.
                                
                                Mr. Guarneschelli was divisional
                                Vice President, Industrial 
                                Relations from 1980 to 1989, and
                                Vice President, Global Human
                                Resources from 1989 to 1996.
                           
John E. Gurski............  55  President, AMP EMEA (Europe,
                                Middle East, Africa) and Vice
                                President since 1995.

                                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 and Vice President,
                                Europe from 1993-1995.
                           
Javad K. Hassan...........  55  President, Global Interconnect Systems
                                Businesses and Vice President since 1995.

                                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.
                           
Dennis Horowitz...........  49  President, Americas and Vice President
                                since 1995.  Mr. Horowitz joined the 
                                Company in 1994 in the position of Vice
                                President, Americas and served in that
                                position until 1995.

David F. Henschel.........  45  Corporate Secretary and Associate
                                General Legal Counsel since 1993.

                                Mr. Henschel was Associate
                                General Legal Counsel from 1990
                                to 1993.
                           
Joseph C. Overbaugh.......  50  Treasurer since 1993.

                                Mr. Overbaugh was Assistant
                                Treasurer from 1987 to 1993.

William S. Urkiel.........  50  Controller since 1995 when
                                he first joined the Company.


* 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 8, 1996 there were 
approximately 13,860 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, 1994 and 1995, as reported 
on the New York Stock Exchange Composite Tape.  In 1995 the 
Company effected a 2-for-1 stock split and all sales prices are 
adjusted to reflect such stock split.

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

          1994 - First Quarter          32 3/4   - 29 5/8
               - Second Quarter         34 3/4   - 28 13/16
               - Third Quarter          39 1/8   - 34 3/8
               - Fourth Quarter         39 11/16 - 33 11/16

          1995 - First Quarter          38       - 35 3/16
               - Second Quarter         45       - 36 1/2
               - Third Quarter          44       - 37 7/8
               - Fourth Quarter         40 7/8   - 37 1/8

Annual dividends, which are paid on a quarterly basis, have 
increased for 42 consecutive years.  The compound annual growth 
rate for the Company's annual dividends for the 5-year period 
ended December 31, 1995 is approximately 6.2%.  Annual dividends on 
a per share basis, taking into account the 2-for-1 stock split in 
1995, were $.84 in 1994 and $.92 in 1995.  The quarterly dividend 
increased to $.23 on March 1, 1995 and $.25 on March 1, 1996.  If 
the March 1, 1996 dividend rate continues through 1996, it will 
result in the 43rd 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 five calendar 
year period ended December 31, 1995.  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           1995         1994         1993        1992        1991
        share data)
For the Year <F5>
<S>                                     <C>          <C>          <C>         <C>         <C>
Net Sales                               $5,227.2     $4,369.1     $3,790.5    $3,725.0    $3,486.3
Gross Income                             1,687.5      1,484.9      1,248.7     1,244.2     1,149.3
Selling, General and
     Administrative Expenses               969.5        824.9        744.1       692.1       661.7
Income from Operations                     718.0        660.0        504.6       552.1       487.6
    Operating Margin                        13.7%        15.1%        13.3%       14.8%       14.0%
Interest Expense                           (36.8)       (29.2)       (28.0)      (39.5)      (47.5)
Other Deductions, net                      (13.4)       (32.0)       (15.4)      (21.9)       (2.2)
Income Before Income Taxes                 667.7        598.8        461.2       490.7       437.8
    Pretax Margin                           12.8%        13.7%        12.2%       13.2%       12.6%
Income Taxes                               240.4        225.0        176.9       191.4       167.8
     Effective Tax Rate                     36.0%        37.6%        38.4%       39.0%       38.3%
Income from Continuing Operations         $427.3       $373.8       $284.4      $299.3      $270.0
          Per Share <F1>                   $1.96        $1.72        $1.31       $1.38       $1.23
Discontinued Operations                      --           --           --          3.1        20.9
          Per Share <F1>                     --           --           --        $0.01       $0.10
Cumulative Effect of Changes
    in Accounting                            --           --          33.1         --          --
          Per Share <F1>                     --           --         $0.15         --          --
Net Income                                 427.3        373.8        317.4       302.4       290.8
         Per Share <F1>                    $1.96        $1.72        $1.46       $1.39       $1.33
Cash Dividends <F2>                        196.5        176.2        167.8       160.4       152.4
         Per Share <F1><F6>                $0.92        $0.84        $0.80       $0.76       $0.72
Capital Expenditures                       713.0        472.6        369.8       329.2       331.1
Depreciation and Amortization              361.4        324.5        306.4       315.0       280.8
Total Research, Development,
      and Engineering Expense              567.7        477.7        425.4       408.6       385.5

At December 31 <F5>

Working Capital                         $1,011.8     $1,067.4       $937.6      $822.5      $806.7
Property, Plant and Equipment            1,938.3      1,574.7      1,351.8     1,271.6     1,292.8
Total Assets                             4,504.7      4,092.6      3,448.9     3,332.4     3,364.2
    % Return on Assets <F3>                  9.9%         9.9%         8.4%        8.9%        8.1%
Long-Term Debt                             212.5        278.8        199.3       112.0       135.4
Total Debt                                 530.7        461.2        389.7       428.3       473.0
Shareholders' Equity                     2,768.0      2,495.8      2,206.5     2,071.1     2,029.2
    % Return on Shareholders' Equity <F3>   16.2%        15.9%        13.4%       14.6%       13.8%
Book Value Per Share <F1>                 $12.71       $11.50       $10.19       $9.51       $9.28
Backlog                                 $1,000.0       $825.0       $707.0      $719.0      $777.0
Number of Employees                       40,800       34,000       30,800      29,500      29,900
Floor Space (sq. ft. in millions)           14.6         12.0         11.4        11.0        10.8
Weighted Average Shares
     Outstanding <F1> (in millions)        217.7        217.0        216.6       217.7       218.7
Stock Price Range <F1>
    First Quarter                     38    -35 3/16   32 3/4 -29 5/8    30 11/16-27 5/16  34 3/8  -28       27 3/8-20 7/16
    Second Quarter                    45    -36 1/2    34 3/4 -28 13/16  31 15/16-29 9/16  31 3/4  -26 3/4   27 3/4-23 1/2
    Third Quarter                     44    -37 7/8    39 1/8 -34 3/8    33 5/8  -29 7/8   30 7/8  -26 5/16  27 7/8-25
    Fourth Quarter                    40 7/8-37 1/8    39 1/16-33 11/16  33 3/16 -28 1/2   32 15/16-27 5/16  30    -23 13/16
    Stock Price/Earnings Ratio,
                          High-Low <F4>    23-18            23-17             26-21             25-19            24-17
<FN>
<F1> Share data has been adjusted for the 2-for-1 stock split in 1995.
<F2> On January 24, 1996, a regular quarterly dividend of 25 cents per share was declared - an indicated 
     annual rate of $1.00.
<F3> Computed based on income from continuing operations divided by average total assets or shareholders'
     equity, as applicable, each year.
<F4> High and low stock price divided by reported income from continuing operations per share for the year.
<F5> 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.
<F6> Cash dividends per share were not restated for the pooling-of-interests with M/A-COM, Inc.
</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 26-29 of the Company's 1995 Annual Report to 
shareholders is hereby 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 16, 1996, appearing on pages 30-46 of the Annual 
Report to shareholders for the year ended December 31, 1995 are 
hereby 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 2-5 
of the Proxy Statement for the AMP Incorporated 1996 Annual 
Shareholders' Meeting, which are hereby incorporated by 
reference.

ITEM 11.  EXECUTIVE COMPENSATION

Pages 7-18 and pages 24-25 of the Proxy Statement for the AMP 
Incorporated 1996 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 1995; vi) options/SAR exercises in 1995 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 5-7 and pages 18-19 of the Proxy Statement for the AMP 
Incorporated 1996 Annual Shareholders' Meeting are hereby 
incorporated by reference as to security ownership of executive 
officers and directors.

Page 25 of the Proxy Statement for the AMP Incorporated 1996 
Annual Shareholders' Meeting is hereby incorporated by reference
as to principal shareholders beneficially owning more than 5% of
the outstanding Common Stock of the Company as of March 8, 1996.

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 (4) on page 7 and the section on page 25 entitled 
"Certain Relationships and Related Transactions" of the 
Proxy Statement for the AMP Incorporated 1996 Annual 
Shareholders' Meeting are hereby 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, 1995, 1994 and
     1993; Consolidated Balance Sheets as of December 31, 1995
     and 1994; the accompanying Notes to Consolidated Financial
     Statements; and the Report of Independent Public Accountants
     thereon, on pages 30-46 of the Annual Report to shareholders
     for the year ended December 31, 1995, are hereby 
     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, 1995.

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 (incorporated by reference to
            Exhibit 3.(ii) of the Report on Form 10-K for the year
            ended December 31, 1994)

   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 (incorporated by
            reference to Exhibit 4-b of the Report on Form 10-K for
            the year ended December 31, 1992)

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

 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*    - Executive Severance Agreements dated
            October 27, 1983 and January 24, 1990 between the
            Company and certain of the Company's Executive Officers
            (also see the section entitled "Termination of 
            Employment and Change of Control Arrangements" on 
            Pages 24-25 of the Proxy Statement for the AMP 
            Incorporated 1996 Annual Shareholders' Meeting 
            incorporated by reference under Item 11, Part III of this
            Report).  (The 1983 Agreement is incorporated by reference
            to Exhibit 10-b of the Report on Form 10-K for the year ended
            December 31, 1990, and the 1990 Agreement is incorporated by
            reference to Exhibit 10.B of the Report on Form 10-K for the 
            year ended December 31, 1993)

  10.C*   - AMP Incorporated Bonus Plan (Stock Plus Cash) (also see
            footnote (1) on Pages 14-15 of the Proxy
            Statement for the AMP Incorporated 1996 Annual 
            Shareholders' Meeting incorporated by reference under
            Item 11, Part III of this Report).  (Incorporated by
            reference to Exhibit 10c of the Report on Form 10-K for the 
            year ended December 31, 1992)

  10.D*   - AMP Incorporated Pension Restoration Plan (January 1,
            1995 Restatement), a supplemental employee retirement
            plan (summarized on Page 16-17 of the Proxy Statement for
            the AMP Incorporated 1996 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.E*   - Executive life insurance plan (incorporated by reference
            to Exhibit 10-e of the Report on Form 10-K for the year 
            ended December 31, 1990)

  10.F*   - Amendments dated March 1, 1995 to executive life insurance
            agreements in the form dated October 1990 (incorporated by
            reference to Exhibit 10.A of the Report on Form 10-Q 
            for the Quarter ended March 31, 1995)

  10.G*   - 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.H*   - 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.I*   - 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.J*   - Retirement plan for outside directors (also see the 
            section entitled "Retirement" on Pages 8-9 of the Proxy
            Statement for the AMP Incorporated 1996 Annual
            Shareholders' Meeting incorporated by reference under
            Item 11, Part III of this Report).  (Incorporated by
            reference to Exhibit 10g of the 10-K Report for the year
            ended December 31, 1990)

  10.K*   - Outside Directors Deferred Stock Accumulation Plan (see
            also the section entitled "Retirement" on Pages 8-9 of the
            Proxy Statement for the AMP Incorporated 1996 Annual
            Shareholders' meeting incorporated by reference under
            Item II, Part III of this Report).

  10.L*   - Consulting agreement between the Company and Mr. Harold
            A. McInnes, Director and former Chairman of the Board
            and Chief Executive Officer, dated December 21, 1992
            (incorporated by reference to Exhibit 10-j of the Report
            on Form 10-K for the year ended December 31, 1992)

  10.M*   - Amendment to the consulting agreement between the
            Company and Mr. Harold A. McInnes, and dated November
            8, 1995 (also see footnote (4) on Page 7 of the Proxy
            Statement for the AMP Incorporated 1996 Annual 
            Shareholders' Meeting incorporated by reference under 
            Item II, Part III of this Report).  

  10.N*   - Management Incentive Plan (also see column (d) of the
            Summary Compensation Table on Page 11 of the Proxy
            Statement for the AMP Incorporated 1996 Annual
            Shareholders' Meeting incorporated by reference under
            Item 11, Part III of this Report). (Incorporated by
            reference to Exhibit 10.A of the Report on Form 10-Q 
            for the Quarter ended September 30, 1995)

  10.O*   - Director and officer indemnification agreements
            (incorporated by reference to Exhibit 10-j of the 
            Report on Form 10-K for the year ended December 31,
            1991)

  10.P*   - AMP Incorporated 1993 Long-Term Equity Incentive Plan
            (also see footnote (1) on Pages 13-14 of the Proxy
            Statement for the AMP Incorporated 1996 Annual
            Shareholders' Meeting incorporated by reference under
            Item 11, Part III of this Report). (Incorporated by 
            reference to Exhibit 10.B the Report on Form 10-Q 
            for the Quarter ended September 30, 1995)

  10.Q*   - 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.R*   - 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.S*   - 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.T*   - 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.U*   - Restricted stock agreement between the Company and Mr.
            Dennis Horowitz, Vice President, Americas, dated as of
            September 12, 1994 (incorporated by reference
            to Exhibit 10.Q of the Report on Form 10-K for the year
            ended December 31, 1994)

  10.V*   - Restricted stock agreement between the Company and Mr.
            Robert Ripp, Vice President and Chief Financial Officer,
            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, 1995 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 
      months ended December 31, 1995.


                               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 29th day of March 1996.
                                   
                                   AMP Incorporated

                                   /s/  Robert Ripp
                                By______________________________
                                   Robert Ripp, 
                                   Vice President and 
                                   Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 
1934, this annual report has been signed 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 of the Board and a      March 29, 1996
(J. E. Marley)       Director

/s/ W. J. Hudson
___________________  Chief Executive Officer and      March 29, 1996
(W. J. Hudson)       President and a Director

/s/ Robert Ripp
___________________  Vice President and               March 29, 1996
(R. Ripp)            Chief Financial Officer

/s/ William S. Urkiel                                   
___________________  Controller                       March 29, 1996
(W. S. Urkiel)

/s/ Dexter F. Baker
___________________  Director                         March 29, 1996
(D. F. Baker)


___________________  Director                         March __, 1996
 (R. D. DeNunzio)

/s/ B. H. Franklin
___________________  Director                         March 29, 1996
 (B. H. Franklin)

/s/ Joseph M. Hixon III                     
___________________  Director                         March 29, 1996
(J. M. Hixon III)

/s/ H. A. McInnes
___________________  Director                         March 29, 1996
 (H. A. McInnes)

/s/ J. J. Meyer
___________________  Director                         March 29, 1996
 (J. J. Meyer)

/s/ John C. Morley
___________________  Director                         March 29, 1996
 (J. C. Morley)

/s/ W. F. Raab
___________________  Director                         March 29, 1996
  (W. F. Raab)

                     
___________________  Director                         March __, 1996
(P. G. Schloemer)
  
              
___________________  Director                         March __, 1996
(T. Shiina)





                               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, 1995    $22,701,000    $6,549,000     $(5,063,000)     $  352,000        $24,539,000
  Year ended December 31, 1994    $15,532,000    $8,962,000     $(2,915,000)     $1,122,000        $22,701,000
  Year ended December 31, 1993    $13,125,000    $6,063,000     $(3,045,000)     $(611,000)        $15,532,000
__________
<FN>
<F1>  Uncollectible accounts charged against the reserve, net of recoveries. 
</TABLE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES

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 16, 1996.  Our audits were
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 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 16, 1996                    /s/ Arthur Andersen LLP
                                   ----------------------------
                                       Arthur Andersen LLP
		



APPENDIX

             10-K Report for Year Ended December 31, 1995

1)  Part III, Item 10, Directors and Executive Officers of the 
    Registrant.  Page 2 of the Proxy Statement for the AMP 
    Incorporated 1996 Annual Shareholders' Meeting includes a
    portrait photographs of the following directors and nominees
    for director:  Dexter F. Baker and Ralph D. DeNunzio. Page 3 
    of said Proxy Statement includes portrait photographs of the 
    following directors and nominees for director: Barbara Hackman
    Franklin; Joseph M. Hixon III; William J. Hudson, Jr.; and
    James E. Marley.  Page 4 of said Proxy Statement includes 
    portrait photographs of the following directors and nominees 
    for director: Harold A. McInnes; Jerome J. Meyer; John C. 
    Morley; and Walter F. Raab.  Page 5 of said Proxy Statement 
    includes portrait photographs of the following directors 
    and nominees for director: 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 (incorporated by reference to
            Exhibit 3.(ii) of the Report on Form 10-K for the year
            ended December 31, 1994)

   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 (incorporated by
            reference to Exhibit 4-b of the Report on Form 10-K for
            the year ended December 31, 1992)

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

 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*    - Executive Severance Agreements dated
            October 27, 1983 and January 24, 1990 between the
            Company and certain of the Company's Executive Officers
            (also see the section entitled "Termination of 
            Employment and Change of Control Arrangements" on 
            Pages 24-25 of the Proxy Statement for the AMP 
            Incorporated 1996 Annual Shareholders' Meeting 
            incorporated by reference under Item 11, Part III of this
            Report).  (The 1983 Agreement is incorporated by reference
            to Exhibit 10-b of the Report on Form 10-K for the year ended
            December 31, 1990, and the 1990 Agreement is incorporated by
            reference to Exhibit 10.B of the Report on Form 10-K for the 
            year ended December 31, 1993)

  10.C*   - AMP Incorporated Bonus Plan (Stock Plus Cash) (also see
            footnote (1) on Pages 14-15 of the Proxy
            Statement for the AMP Incorporated 1996 Annual 
            Shareholders' Meeting incorporated by reference under
            Item 11, Part III of this Report).  (Incorporated by
            reference to Exhibit 10c of the Report on Form 10-K for the 
            year ended December 31, 1992)

  10.D*   - AMP Incorporated Pension Restoration Plan (January 1,
            1995 Restatement), a supplemental employee retirement
            plan (summarized on Page 16-17 of the Proxy Statement for
            the AMP Incorporated 1996 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.E*   - Executive life insurance plan (incorporated by reference
            to Exhibit 10-e of the Report on Form 10-K for the year 
            ended December 31, 1990)

  10.F*   - Amendments dated March 1, 1995 to executive life insurance
            agreements in the form dated October 1990 (incorporated by
            reference to Exhibit 10.A of the Report on Form 10-Q 
            for the Quarter ended March 31, 1995)

  10.G*   - 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.H*   - 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.I*   - 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.J*   - Retirement plan for outside directors (also see the 
            section entitled "Retirement" on Pages 8-9 of the Proxy
            Statement for the AMP Incorporated 1996 Annual
            Shareholders' Meeting incorporated by reference under
            Item 11, Part III of this Report).  (Incorporated by
            reference to Exhibit 10g of the 10-K Report for the year
            ended December 31, 1990)

  10.K*   - Outside Directors Deferred Stock Accumulation Plan (see
            also the section entitled "Retirement" on Pages 8-9 of the
            Proxy Statement for the AMP Incorporated 1996 Annual
            Shareholders' meeting incorporated by reference under
            Item II, Part III of this Report).

  10.L*   - Consulting agreement between the Company and Mr. Harold
            A. McInnes, Director and former Chairman of the Board
            and Chief Executive Officer, dated December 21, 1992
            (incorporated by reference to Exhibit 10-j of the Report
            on Form 10-K for the year ended December 31, 1992)

  10.M*   - Amendment to the consulting agreement between the
            Company and Mr. Harold A. McInnes, and dated November
            8, 1995 (also see footnote (4) on Page 7 of the Proxy
            Statement for the AMP Incorporated 1996 Annual 
            Shareholders' Meeting incorporated by reference under 
            Item II, Part III of this Report).  

  10.N*   - Management Incentive Plan (also see column (d) of the
            Summary Compensation Table on Page 11 of the Proxy
            Statement for the AMP Incorporated 1996 Annual
            Shareholders' Meeting incorporated by reference under
            Item 11, Part III of this Report). (Incorporated by
            reference to Exhibit 10.A of the Report on Form 10-Q 
            for the Quarter ended September 30, 1995)

  10.O*   - Director and officer indemnification agreements
            (incorporated by reference to Exhibit 10-j of the 
            Report on Form 10-K for the year ended December 31,
            1991)

  10.P*   - AMP Incorporated 1993 Long-Term Equity Incentive Plan
            (also see footnote (1) on Pages 13-14 of the Proxy
            Statement for the AMP Incorporated 1996 Annual
            Shareholders' Meeting incorporated by reference under
            Item 11, Part III of this Report). (Incorporated by 
            reference to Exhibit 10.B the Report on Form 10-Q 
            for the Quarter ended September 30, 1995)

  10.Q*   - 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.R*   - 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.S*   - 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.T*   - 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.U*   - Restricted stock agreement between the Company and Mr.
            Dennis Horowitz, Vice President, Americas, dated as of
            September 12, 1994 (incorporated by reference
            to Exhibit 10.Q of the Report on Form 10-K for the year
            ended December 31, 1994)

  10.V*   - Restricted stock agreement between the Company and Mr.
            Robert Ripp, Vice President and Chief Financial Officer,
            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, 1995 that are specifically
            incorporated by reference into this Report
         
   21     - List of Subsidiaries

   23     - Consent of Independent Public Accountants

   27     - Financial Data Schedule