AMP INC
DEFA14A, 1998-10-02
ELECTRONIC CONNECTORS
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                                SCHEDULE 14A
                               (RULE 14A-101)
  
                          SCHEDULE 14A INFORMATION
  
 PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
 1934 
                           (AMENDMENT NO.      ) 
  
 Filed by the Registrant {X} 
  
 Filed by a Party other than the Registrant {_} 
  
 Check the appropriate box: 
  
 {_}  Preliminary Proxy Statement  
      {_} Confidential, For Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2)) 
 {_}  Definitive Proxy Statement  
 {_}  Definitive Additional Materials 
 {X}  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 
  
                              AMP INCORPORATED
                        ----------------------------
              (Name of Registrant as specified in its charter)
  
                        ----------------------------
    (Name of person(s) filing proxy statement, if other than Registrant)
  
 Payment of Filing Fee (Check the appropriate box): 
  
 {X}  No fee required. 
  
 {_}  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
      and 0-11. 
  
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      (2)  Aggregate number of securities to which transaction applies: 
      (3)  Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule 0-11: 
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      (5)  Total fee paid. 
  
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 {_}  Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee
      was paid previously.  Identify the previous filing by registration
      statement number, or the Form or Schedule and the date of its filing. 
  
      (1)  Amount Previously Paid: 
      (2)  Form, Schedule or Registration Statement No.: 
      (3)  Filing Party: 
      (4)  Date Filed:


 The following is the text of a radio advertisement first broadcast by AMP
 on October 1, 1998: 
  
 Speaker        Dialog 
 -------        ------  

 Female voice:  Hmm. The paper says a New Jersey company is trying to
                takeover one of the biggest companies that still has its
                headquarters in Pennsylvania. 
  
 Male voice:    Which Pennsylvania company? 
  
 Female voice:  A company called AMP in Harrisburg. It says AMP is one of
                the biggest employers in Pennsylvania and does business with
                hundreds of other Pennsylvania companies. 
  
 Male voice:    Gee, we sure don't want to lose any more corporate
                headquarters. Is anyone doing anything about it? 
  
 Female voice:  It says the Pennsylvania General Assembly in Harrisburg is
                considering a way to give AMP more time to work out a plan
                so they can stay independent. 
  
 Male voice:    That's a good idea. I'm going to call our representative and
                state senator. What should I tell them?  
  
 Female voice:  AMP needs support for the AMP anti-takeover amendment.  
  
 Male voice:    Ok. I'm looking up the number now. 
  
 Female voice:  Good. We need to call right away. 
  
  
 (ANNOUNCER: The preceding is not a solicitation of consent revocations. 
 Participant information in such solicitation is on file with the Securities 
 and Exchange Commission and may be obtained at AMP's website at www.amp.com.)

  
  
  


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