SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)
AND(c)AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 2 )
ADFlex Solutions, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
006866107
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(CUSIP Number)
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Page 1 of 5 Pages.
<PAGE>
______________________________ _______________________________
| Cusip No. 006866107 | 13G | Page 2 of 5 Pages |
|______________________________| |_______________________________|
______________________________________________________________________
|1 |NAME OF REPORTING PERSONS AMP Incorporated |
| |I.R.S. IDENTIFICATION NO. OF 23-0332575 |
| |ABOVE PERSONS (ENTITIES ONLY) |
|----------------------------------------------------------------------|
|2 |CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ] |
| | (b) [ ] |
| | N/A |
|----------------------------------------------------------------------|
|3 |SEC USE ONLY |
| | |
| | |
|----------------------------------------------------------------------|
|4 |CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Pennsylvania corporation |
|----------------------------------------------------------------------|
| NUMBER OF |5 | SOLE VOTING POWER 428,096 |
| SHARES |---------------------------------------------------------|
|BENEFICIALLY|6 | SHARED VOTING POWER None |
| OWNED BY |---------------------------------------------------------|
| EACH |7 | SOLE DISPOSITIVE POWER 428,096 |
| REPORTING |---------------------------------------------------------|
|PERSON WITH |8 | SHARED DISPOSITIVE POWER None |
|----------------------------------------------------------------------|
|9 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 428,096 |
|----------------------------------------------------------------------|
|10 |CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
| |CERTAIN SHARES |
| | [ ] |
|----------------------------------------------------------------------|
|11 |PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | 4.9% |
| | |
|----------------------------------------------------------------------|
|12 |TYPE OF REPORTING PERSON CO |
| | |
| | |
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Page 2 of 5 Pages.
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Item 1(a). NAME OF ISSUER:
ADFlex Solutions, Inc.
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Item 1(b). ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
2001 West Chandler Boulevard
Chandler, Arizona 85224
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Item 2(a). NAME OF PERSON FILING:
AMP Incorporated
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Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
P.O. Box 3608
M.S. 176-48
Harrisburg, PA 17105
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Item 2(c). CITIZENSHIP:
Place of organization is Pennsylvania
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Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value
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Item 2(e). CUSIP NUMBER:
006866107
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Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
Page 3 of 5 Pages.
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(g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. OWNERSHIP.
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in
Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right
to acquire.
(a) Amount beneficially owned:
N/A
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(b) Percent of class:
N/A
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote N/A
(ii) Shared power to vote or to direct the vote N/A
(iii) Sole power to dispose or to direct the
disposition of N/A
(iv) Shared power to dispose or to direct the
disposition of N/A
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [X ].
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
[If any other person is known to have the right to receive
or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities, a statement
to that effect should be included in response to this item
and, if such interest relates to more than five percent of
the class, such person should be identified. A listing of
the shareholders of an investment company registered under
the Investment Company Act of 1940 or the beneficiaries of
an employee benefit plan, pension fund or endowment fund is
not required.]
N/A
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
[If a parent holding company has filed this schedule, pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company has filed this Schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant
subsidiary.]
N/A
Page 4 of 5 Pages.
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Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
[If a group has filed this Schedule pursuant to Rule
13d-1(b)(ii)(H), so indicate under Item 3(h) and attach an
exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this Schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the
identity of each member of the group.]
N/A
Item 9. NOTICE OF DISSOLUTION OF GROUP.
[Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the security
reported on will be filed, if required, by members of the
group, in their individual capacity. See Item 5.]
N/A
Item 10. CERTIFICATION.
This amended statement is filed pursuant to Rule 13d-2(b).
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant
in any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
February 6, 1998
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(Date)
AMP Incorporated
/s/ J. E. Marley
By:__________________________
(Signature)
J. E. Marley
Chairman
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(Name/Title)
Page 5 of 5 Pages.
