AMP INC, 10-K, 1997-03-27

AMP INC
10-K, 1997-03-27
ELECTRONIC CONNECTORS

Previous: AMETEK INC, SC 13D/A, 1997-03-27

Next: AMR CORP, 10-K405, 1997-03-27

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, 1996
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
--------------------------------------------------------------------
(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

---------------------------------------------------------------------
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 3/4/97 - 219,613,121 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 4, 1997: $8,291,996,568 (216,784,224 shares at $38.25 per
share). For purposes of the foregoing calculation, all directors and elected
officers who are members of the Global 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, 1996 (Parts I, II, IV)
2. Cited portions of the Proxy Statement for the AMP Incorporated 1997
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, 1996
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 Computer/
Office, Industrial/Commercial, Communications, Consumer Goods, Transportation
(including automotive), Aerospace/Military, and Power/Utility/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 1996, 86% of product was sold through direct
channels to market and 14% through distribution. The Company has established 244
facilities located in 50 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 1996 the Company employed
approximately 45,000 people worldwide, up 4,200 from year-end 1995.

Markets
-------
The Company serves over 200,000 customer locations in over 125 countries,
covering many diverse markets. Key financial measures charting the development
of the Company's business during the past six years are set forth in the
"Historical Data" table of the Company's 1996 Annual Report to Shareholders, and
during the past five 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 1994-1996, together with pre-tax income and
identifiable assets attributable to each geographic segment for those years, are
shown in Footnote No. 18 to the Consolidated Financial Statements, found on page
45 of the Company's 1996 Annual Report to Shareholders and incorporated herein
by reference. The Company's diversification of worldwide sales is evidenced by
the following table:

GEOGRAPHIC SEGMENTS 1996 1995 1994
(percent)

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

For 1996, the Company's sales were distributed across general markets as
follows:

MARKETS
(percent)

Transportation 28
Communications 23
Computer/Office 20
Industrial/Commercial 13
Consumer Goods 8
Aerospace/Military 5
Power & Utility, Construction, Misc. 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 active direct and indirect competition. The markets
available to the Company have generally been growing as a whole, although the
past decade 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. Price pressures are being
experienced in the personal computer and cellular/mobile phone markets, however.
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 15,700 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 1996.
The Company aggressively enforces its patents to preserve its proprietary
technological advantages.

The Company's backlog of unfilled orders decreased in 1996 to $970 million
at year-end compared to $1 billion at year-end 1995. 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.

The Company's normal terms of sale are net 30 days, and the average days
outstanding for accounts receivable averages 47 days in the U.S. and 68 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 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 700,000
active part numbers in over 440 global product families. Nearly 80% 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. 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 are 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 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. Over a dozen new machines and tools were introduced in
1996. 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 $27 billion
to around $97 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, software 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 introduced during
the last 5 years) now comprise over 20% of current sales. In 1996 the Company
added over 75,000 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; networking/premises wiring; and
power/utilities. Accompanying the market-oriented global business units are
several product/technology-oriented global business units and the traditional
geographic terminal and connector 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 1996 the Company created a new Global Operations function charged
with pursuing an agressive cost reduction goal by improving manufacturing
deployment, logistics, transportation and distribution, engineering
standardization, procurement and global marketing. The new function 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,
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. As part of the restructuring, the
Company began withdrawing from the military cylindrical connector business,
closing one of two printed wiring board manufacturing facilities and several
other U.S. facilities, eliminating some older generation Connectware products
such as network hubs and concentrators, and reducing employment. Additionally,
the Company wrote-off equity investments and related committments for
non-strategic and underperforming ventures that the Company will no longer
support. Also charges were taken for inventory and equipment write downs related
to cancelled programs, specialty products no longer supported and excess
capacity.

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. Five of
the seven acquisitions in 1996 furthered the Company's diversification
activities. During 1996 the Company acquired Madison Cable Corporation, a
leading supplier of cables to the computer and communications markets; Cablesa,
a small wire harness producer in Brazil and Argentina; FiberNet, an Australian
provider of networking/premise wiring design and installation services;
Ferroperm, a Danish producer of electro-magnetic control protection devices and
Georgetown Cable, a Kentucky producer of cable assemblies. Additionally, the
Company acquired Parm Tool, enhancing the Company's mold design and mold making
capabilities, and HTS Electrotechnik GmbH, a German industrial connector
manufacturer.

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," "best 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 business units
and 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.

In 1996 AMP became the first U.S. company to receive an enterprise-wide
International Organization for Standardization(ISO) 9000 certification covering
48 North America locations. The enterprise wide certification is accompanied by
the first comprehensive internal assessments verified by an external
registration body. 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. About half of the
Company's locations are certified to the more rigorous Manufacturing
Requirements Planning (MRP) II, Class A standards for manufacturing requirements
planning systems and the Company is aggressively pursuing the certification of
the balance of its locations. Manufacturing employment increased by over 3,400
in 1996 to more than 28,400 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 1996 over
200 standards were published that involved AMP products, processes and
technology. The Company has developed a unique training course that has gained
significant customer and national recognition, and is the basis for a national
standards and training program by the American National Standards Institute.

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. 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 1996, the
Company received several awards for pollution prevention and energy and material
savings. The Company has positioned itself to timely respond to possible
customer requirements in 1997 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 the Company's financial position, results of operations, liquidity and
capital resources, or the Company's competitive position. 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 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"). In addition, the Company is identified as an alleged source of waste
at three sites owned by third parties at which a state has jurisdiction over the
response action. Future costs at these eleven sites could be in the range of
$2.5 to $5.0 million or more.

The Company also is investigating potential liability at 28 of its current
or former facilities, including facilities associated with its subsidiaries. At
three former facilities in California, the Company could spend up to $10 million
over the next five years, based upon current information. The Company also has
potential liability in excess of $18 million over the next five years for
on-going matters at 15 facilities in Pennsylvania, North Carolina and New York.
Estimated future costs for the investigations or remediation at the remaining
facilities are $1 to $2 million annually over 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
56%), 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 is being installed to assist the
more than 6,000 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 $315 million in 1996, $309 million
in 1995 and $260 million in 1994. Total spending on research, development and
engineering (RD&E) was $579 million, $568 million, and $478 million in 1996,
1995 and 1994 respectively, representing 10.6%, 10.9% 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. 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
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.

* Unforeseen and unexpected delays or expenses in implementing the planned
restructuring.

* The possibility of discovering and obsoleting additional products,
businesses or assets during the process of restructuring.

* 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.

* Unforeseen interruptions to AMP markets due to strikes that have regional
or multi-industry impacts, such as the 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 conflict
between North Korea and South Korea or China and Taiwan or uncertainties
surrounding China's integration of Hong Kong 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, greater underutilization of AMP's factories and plants than
currently exists could become an issue.

* 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.

* 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 16.1 million sq. ft. of floor space in 244
facilities located in the United States and 49 other countries. Facilities were
enlarged or added in 18 countries in 1996, representing an increase of
approximately 1.5 million sq. ft. International construction projects included
new production facilities or expansion of existing facilities in the Czech
Republic, Estonia, Scotland, Spain and China. 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 under construction northeast of Harrisburg,
Pennsylvania to support the Company's growth in the consumer goods market. Also
planned for 1997 are two new manufacturing facilities in Europe and distribution
facilities in Singapore and Japan.

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 12.0 million sq. ft. in 1994,
14.6 million sq. ft. in 1995, and 16.1 million sq. ft. in 1996. 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 10.8 million sq. ft. of floor space in 144 plants
located in 24 countries is devoted to production operations, and approximately
an additional 3.2 million sq. ft. in 110 facilities located in 27 countries is
utilized for engineers, scientists, technicians, researchers, and office support
personnel. Major U.S. manufacturing, warehousing and administrative facilities
(5,000 sq. ft. or larger) are located in Pennsylvania (55), North Carolina (25),
California (11), Massachusetts (10), Texas (9), Virginia (4), Florida (3),
Oregon (3), Delaware (2), Maryland (2), New York (2), Arizona (1), Colorado (1),
Illinois (1), New Jersey (1), South Carolina (1), Puerto Rico (1)and Kentucky
(1). Nearly half of these facilities are manufacturing plants. The Company's
operations in the 49 countries other than the U.S. involve 102 major facilities
(5,000 sq. ft. or larger) located throughout the world, 58 of which perform
manufacturing functions and 29 of which have office/marketing/engineering/
research functions, and 15 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 $592 million in 1996, down from $713 million in
1995 and up from $473 million in 1994. Capital expenditures for 1997 are
expected to be slightly lower than the 1996 level. Approximately three quarters
of the 1996 capital expenditures were for buildings, machinery, equipment and
systems to add capacity on many existing products, tool up new products, and
improve quality, productivity and delivery.

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 accomodate
continued sales growth in existing products and continued development of new
products. Capacity utilization rates increased toward the end of 1996 as a
result of improving business conditions and the Company's efforts to insource
work previously obtained from third party vendors. Continued insourcing of work
and implementation of plans to obsolete certain equipment associated with
product lines the Company has decided to exit should result in continuous
improvement of capacity utilization rates in 1997.

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, 1997 and positions held with the Company. With
the exception of Messrs. Clark, Gassner, Gromer and Proietto, who are 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.
Horowitz, Ripp and Urkiel have been employed by the Company for more than 9
years. Messrs. Marley, Hudson, Dalrymple, Goonrey, Guarneschelli, Gurski and
Hassan have been executive officers for more than the past 7 years.

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

James E. Marley *.......... 61 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. *... 62 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 .............. 55 Vice President and Chief Financial Officer since
1994.

Mr. Ripp joined the Company in 1994 in the
position of Vice President, Finance.

Richard P. Clark........... 49 Divisional Vice President, Global Wireless
Products Group and President and Chief Executive
Officer, M/A-COM Incorporated since 1995.

Mr. Clark was Associate Director, Corporate
Development from 1989 to 1995.

Herbert M. Cole............ 60 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........... 64 Vice President, Global Marketing since 1987.

Mr. Dalrymple was divisional Vice President,
International Sales from 1980 to 1987.

Rudolf Gassner............ 61 Divisional Vice President and President, Global
Personal Computer Division since 1997.

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

Charles W. Goonrey........ 60 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.

Juergen W. Gromer......... 52 Divisional Vice President and President, Global
Automotive Division 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, and divisional
Vice President, Central and Eastern Europe and
divisional Vice President Automotive Division
Europe, Middle East, Africa (EMEA) from 1996 to
1997.

Philip Guarneschelli...... 64 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............ 56 President, Global Operations and Vice President
since 1996.

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........... 56 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.

David F. Henschel......... 46 Corporate Secretary and Associate General Legal
Counsel since 1993.

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

Dennis Horowitz........... 50 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.

Joseph C. Overbaugh....... 51 Treasurer since 1993.

Mr. Overbaugh was Assistant Treasurer from 1987
to 1993.

Nazario Proietto.......... 49 Divisional Vice Preisdent and President, AMP
Global Power and Utilities Division since 1997.

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

William S. Urkiel......... 51 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 4, 1997 there were
approximately 14,584 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, 1995 and 1996, 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
------------ -----------------

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

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

Annual dividends, which are paid on a quarterly basis, have increased for
43 consecutive years. The compound annual growth rate for the Company's annual
dividends for the 5-year period ended December 31, 1996 is approximately 6.8%.
Annual dividends on a per share basis, taking into account the 2-for-1 stock
split in 1995, were $.92 in 1995 and $1.00 in 1996. The quarterly dividend
increased to $.25 on March 1, 1996 and $.26 on March 3, 1997. If the March 3,
1997 dividend rate continues through 1997, it will result in the 44th
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, 1996. 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 1996<F1> 1995 1994 1993 1992
share data)
For the Year <F6>
<S> <C> <C> <C> <C> <C>
Net Sales $5,468.0 $5,227.2 $4,369.1 $3,790.5 $3,725.0
Gross Income 1,565.3 1,687.5 1,484.9 1,248.7 1,244.2
Selling, General and
Administrative Expenses 964.6 969.5 824.9 744.1 692.1
Restructuring and One-time
Charges <F1> 98.0 -- -- -- --
Income from Operations 502.7 718.0 660.0 504.6 552.1
Operating Margin 9.2% 13.7% 15.1% 13.3% 14.8%
Interest Expense (31.2) (36.8) (29.2) (28.0) (39.5)
Other Deductions, net (33.2) (13.4) (32.0) (15.4) (21.9)
Income Before Income Taxes 438.3 667.7 598.8 461.2 490.7
Pretax Margin 8.0% 12.8% 13.7% 12.2% 13.2%
Income Taxes 151.3 240.4 225.0 176.9 191.4
Effective Tax Rate 34.5% 36.0% 37.6% 38.4% 39.0%
Income from Continuing Operations 287.0 $427.3 $373.8 $284.4 $299.3
Per Share <F3> $1.31 $1.96 $1.72 $1.31 $1.38
Discontinued Operations -- -- -- -- 3.1
Per Share <F3> -- -- -- -- $0.01
Cumulative Effect of Changes
in Accounting -- -- -- 33.1 --
Per Share <F3> -- -- -- $0.15 --
Net Income 287.0 427.3 373.8 317.4 302.4
Per Share <F3> $1.31 $1.96 $1.72 $1.46 $1.39
Cash Dividends <F2> 218.9 196.5 176.2 167.8 160.4
Per Share <F3><F7> $1.00 $0.92 $0.84 $0.80 $0.76
Capital Expenditures 592.3 713.0 472.6 369.8 329.2
Depreciation and Amortization 424.1 361.4 324.5 306.4 315.0
Total Research, Development,
and Engineering Expense 579.3 567.7 477.7 425.4 408.6

At December 31 <F6>

Working Capital $911.3 $1,011.8 $1,067.4 $937.6 $822.5
Property, Plant and Equipment 2,027.6 1,938.3 1,574.7 1,351.8 1,271.6
Total Assets 4,685.7 4,504.7 4,092.6 3,448.9 3,332.4
% Return on Assets <F4> 6.2% 9.9% 9.9% 8.4% 8.9%
Long-Term Debt 181.6 212.5 278.8 199.3 112.0
Total Debt 601.0 530.7 461.2 389.7 428.3
Shareholders' Equity 2,789.9 2,768.0 2,495.8 2,206.5 2,071.1
% Return on Shareholders' Equity <F4> 10.3% 16.2% 15.9% 13.4% 14.6%
Book Value Per Share <F3> $12.70 $12.71 $11.50 $10.19 $9.51
Backlog 970.0 $1,000.0 $825.0 $707.0 $719.0
Number of Employees 44,985 40,800 34,000 30,800 29,500
Floor Space (sq. ft. in millions) 16.1 14.6 12.0 11.4 11.0
Weighted Average Shares
Outstanding <F3> (in millions) 219.6 217.7 217.0 216.6 217.7
Stock Price Range <F3>
First Quarter 44 5/8 - 37 38 -35 3/16 32 3/4 -29 5/8 30 11/16-27 5/16 34 3/8 -28
Second Quarter 46 1/8 - 39 5/8 45 -36 1/2 34 3/4 -28 13/16 31 15/16-29 9/16 31 3/4 -26 3/4
Third Quarter 41 3/8 - 36 5/8 44 -37 7/8 39 1/8 -34 3/8 33 5/8 -29 7/8 30 7/8 -26 5/16
Fourth Quarter 39 1/2 - 32 7/8 40 7/8-37 1/8 39 11/16-33 11/16 33 3/16 -28 1/2 32 15/16-27 5/16
Stock Price/Earnings Ratio,
High-Low <F5> 35-26 23-18 23-17 26-21 25-19
<FN>
<F1> Restructuring and one-time pretax charges of $195 million (non-cash charges
of approximately $125 million) were recorded in December 1996 primarily as
a result of the Company's decision to exit certain product lines,
manufacturing operations and investments. These pretax charges were
recorded in the Consolidated Statement of Income as follows: $62.5 million
in Cost of Sales, $98 million in Restructuring and One-time Charges, and
$34.5 million in Other Deductions, net. See Note 2 to the Consolidated
Financial Statements.
<F2> On January 22, 1997, a regular quarterly dividend of 26 cents per share was
declared - an indicated annual rate of $1.04.
<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's calendar year-end.
<F7> Cash dividends per share were not restated for the pooling-of-interests
with M/A-COM, Inc.
</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 25-29 of the Company's 1996 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 14, 1997,
appearing on pages 30-46 of the Annual Report to Shareholders for the year ended
December 31, 1996 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 1997
Annual Shareholders' Meeting, which are hereby 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 1996 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were met with the exception of reports covering two transactions that
were filed late. Mr. Morley's Section 16(a) filings for 1995 inadvertently
omitted 300 shares acquired and held by an investment group of which Mr. Morley
holds a 1/26th interest. The investment group sold the 300 shares in 1996; this
transaction also was inadvertently omitted from Mr. Morley's 1996 Section 16(a)
filings. Late filings were made promptly upon discovery of the oversight.

ITEM 11. EXECUTIVE COMPENSATION

Pages 7-18 and page 25 of the Proxy Statement for the AMP Incorporated 1997
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
1996; vi) options/SAR exercises in 1996 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
1997 Annual Shareholders' Meeting are hereby incorporated by reference as to
security ownership of executive officers and directors.

Page 26 of the Proxy Statement for the AMP Incorporated 1997 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 4, 1997.

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 8 and the section on page 25 entitled "Certain
Relationships and Related Transactions" of the Proxy Statement for the AMP
Incorporated 1997 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, 1996, 1995 and 1994; Consolidated Balance
Sheets as of December 31, 1996 and 1995; 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, 1996, 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, 1996.

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* - Amendment to the AMP Incorporated Stock Option Plan for Outside
Directors dated October 26, 1996

10.C* - Executive Severance Agreements dated August 8, 1996 between the
Company and certain of the Company's Executive Officers (see also
the section entitled "Termination of Employment and Change of
Control Arrangements" on Page 25 of the Proxy Statement for the
AMP Incorporated 1997 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 September 30, 1996)

10.D* - AMP Incorporated Bonus Plan (Stock Plus Cash) (see also footnote
(1) on Pages 15-16 of the Proxy Statement for the AMP Incorporated
1997 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.E* - 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 1997
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.F* - Executive life insurance plan - AMP Incorporated Split-Dollar Life
Insurance Plan effective October 1990, including the First Amendment
dated and effective March 1, 1995

10.G* - 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.H* - 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.I* - 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.J* - Amendment to the AMP Incorporated Deferred Compensation Plan for
selected management and highly compensated employees dated October
26, 1996

10.K* - 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.L* - Amendment to the AMP Incorporated Deferred Compensation Plan for
Non-Employee Directors dated October 26, 1996

10.M* - 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 1997 Annual
Shareholders' Meeting)

10.N* - Outside Directors Deferred Stock Accumulation Plan (see also the
section entitled "Retirement" on Pages 8-9 of the Proxy Statement
for the AMP Incorporated 1997 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.O* - Amendment to the Outside Directors Deferred Stock Accumulation Plan
dated October 26, 1996

10.P* - 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.Q* - Amendment to the consulting agreement between the Company and
Mr. Harold A. McInnes, and dated November 8, 1995 (see also
footnote (3) on Page 8 of the Proxy Statement for the AMP
Incorporated 1997 Annual Shareholders' Meeting incorporated by
reference under Item 11, Part III of this Report) (incorporated
by reference to Exhibit 10.M of the Report on Form 10-K for the
year ended December 31, 1995)

10.R* - 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 1997 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.S* - Director and officer indemnification agreements dated October 22,
1996

10.T* - AMP Incorporated 1993 Long-Term Equity Incentive Plan (see also
footnote (1) on Page 14 of the Proxy Statement for the AMP
Incorporated 1997 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.U* - Amendment to the AMP Incorporated 1993 Long-Term Equity Incentive
Plan dated October 26, 1996

10.V* - 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.W* - 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.X* - 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.Y* - 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.Z* - 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.AA* - 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, 1996 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

A Current Report on Form 8-K dated December 31, 1996 was filed by the
Company on January 2, 1997 for the quarter ended December 31, 1996. In
Item 5 of such report it was disclosed that the Board of Directors
approved the Company's plan to rationalize certain of its operations and
product lines and to take corresponding restructuring and other one-time
charges in the fourth quarter of 1996 in the total amount of $195 million.
<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 1997.

AMP Incorporated
(Registrant)

/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 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 and a Director March 26, 1997
(J. E. Marley)

/s/ W. J. Hudson
____________________ Chief Executive Officer and March 26, 1997
(W. J. Hudson) President and a Director
(Principal Executive Officer)

/s/ Robert Ripp
____________________ Vice President and March 27, 1997
(R. Ripp) Chief Financial Officer
(Principal Financial Officer)

/s/ W. S. Urkiel
____________________ Controller March 26, 1997
(W. S. Urkiel)

/s/ D. F. Baker
____________________ Director March 26, 1997
(D. F. Baker)

/s/ Ralph D. DeNunzio
____________________ Director March 26, 1997
(R. D. DeNunzio)

/s/ B. H. Franklin
____________________ Director March 26, 1997
(B. H. Franklin)

/s/ J. M. Hixon
____________________ Director March 26, 1997
(J. M. Hixon)

/s/ J. Magliochetti
____________________ Director March 26, 1997
(J. M. Magliochetti)

/s/ H. A. McInnes
____________________ Director March 26, 1997
(H. A. McInnes)

/s/ J. J. Meyer
____________________ Director March 26, 1997
(J. J. Meyer)

/s/ John C. Morley
____________________ Director March 26, 1997
(J. C. Morley)

/s/ P. G. Schloemer
____________________ Director March 26, 1997
(P. G. Schloemer)

/s/ T. Shiina
____________________ Director March 26, 1997
(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, 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
Year ended December 31, 1994 $15,532,000 $8,962,000 $(2,915,000) $1,122,000 $22,701,000

- ----------
<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 14, 1997. 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. 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 14, 1997

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

APPENDIX

10-K Report for Year Ended December 31, 1996

1) Part III, Item 10, Directors and Executive Officers of the Registrant. Page
2 of the Proxy Statement for the AMP Incorporated 1997 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 Joseph M. Magliochetti. Page 4 of
said Proxy Statement includes portrait photographs of the following
directors and nominees for director: James E. Marley; Harold A. McInnes;
Jerome J. Meyer; and John C. Morley. 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
------- -------------