ALLIEDSIGNAL INC, PRE 14A, 1997-02-20

ALLIEDSIGNAL INC
PRE 14A, 1997-02-20
MOTOR VEHICLE PARTS & ACCESSORIES

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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

AlliedSignal Inc.
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the 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

(1) Title of each class of securities to which transaction
applies:

............................................................

(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 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

.......................................................

(4) Proposed maximum aggregate value of transaction:

.......................................................

(5) Total fee paid:

.......................................................

[ ] Fee paid previously with preliminary materials.
[ ] 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:

.......................................................

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PRELIMINARY COPY

[LOGO]

AlliedSignal Inc.
P.O. Box 3000
Morristown, NJ 07962-2496

LARRY BOSSIDY
Chairman and
Chief Executive Officer

March 17, 1997

Dear Shareowner:

It is my pleasure to invite you to attend AlliedSignal's 1997 Annual Meeting of
Shareowners. The meeting will be held on Monday, April 28, 1997 at 10:00 a.m.
local time at the Company's headquarters, 101 Columbia Road, Morris Township,
New Jersey. The Notice of Annual Meeting and Proxy Statement accompanying this
letter describe the business to be transacted at the meeting.

During the meeting, I will report to you on the Company's continued progress in
1996 and on our goals for 1997. We welcome this opportunity to have a dialogue
with our shareowners and look forward to your comments and questions.

If you are a shareowner of record who plans to attend the meeting, please mark
the appropriate box on your proxy card. If your shares are held by a broker,
bank or other intermediary and you plan to attend, please send written
notification to the Company's Shareholder Relations Department, P.O. Box 50000,
Morristown, New Jersey 07962, and enclose evidence of your ownership (such as a
letter from the bank, broker or intermediary confirming your ownership or a bank
or brokerage firm account statement). The names of all those indicating they
plan to attend will be placed on an admission list held at the registration desk
at the entrance to the meeting.

It is important that your shares be represented at the meeting, regardless of
the number you may hold. Whether or not you plan to attend, please sign, date
and return your proxy card as soon as possible. This will not prevent you from
voting your shares in person if you are present.

A map and directions to the Company's headquarters appear at the end of the
Proxy Statement. I look forward to seeing you on April 28.

Sincerely,

LARRY BOSSIDY

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NOTICE OF ANNUAL MEETING

The Annual Meeting of Shareowners of AlliedSignal Inc. (the 'Company') will
be held on Monday, April 28, 1997 at 10:00 a.m. local time at the headquarters
of the Company, 101 Columbia Road, Morris Township, New Jersey, to consider and
take action upon the following matters described in the accompanying Proxy
Statement:

(1) Election of five directors;

(2) Amendment of the Restated Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 500 million to 1
billion;

(3) Appointment of Price Waterhouse LLP as independent accountants for
1997;

(4) A shareowner proposal regarding director independence;

(5) A shareowner proposal regarding the annual election of directors; and

to transact such other business as may properly come before the meeting.

The Board of Directors has determined that owners of record of the
Company's Common Stock at the close of business on March 3, 1997, are entitled
to notice of and to vote at the meeting.

By Order of the Board of Directors

PETER M. KREINDLER
Senior Vice President,
General Counsel and Secretary

AlliedSignal Inc.
101 Columbia Road
Morris Township, NJ 07962
March 17, 1997

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YOUR VOTE IS IMPORTANT
To vote your shares, please indicate your choices,
sign and date the proxy card, and return it in the
enclosed postage-paid envelope. You may vote in person
at the meeting even though you send in your proxy.
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Table of Contents Page
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General Information.................................................................................. 1

1 -- Election of Directors........................................................................... 2

The Board of Directors and Committees of the Board.............................................. 7

Compensation of Directors....................................................................... 8

Voting Securities.................................................................................... 10

Executive Compensation............................................................................... 11

2 -- Amendment of Restated Certificate of Incorporation to Increase the Number of Authorized Shares
of Common Stock................................................................................. 20

3 -- Appointment of Independent Accountants.......................................................... 21

Shareowner Proposals................................................................................. 22

4 -- Proposal regarding Director Independence................................................... 22

5 -- Proposal regarding the Annual Election of Directors........................................ 24

Additional Information............................................................................... 27

Directions to Company Headquarters................................................................... A-1
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PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of AlliedSignal Inc. (the 'Company') for use
at the Annual Meeting of Shareowners to be held on Monday, April 28, 1997, and
at any adjournment thereof. The solicitation of proxies provides all shareowners
who are entitled to vote on matters that come before the meeting with an
opportunity to do so whether or not they are able to attend the meeting in
person. This Proxy Statement and the related proxy card are first being sent to
the Company's shareowners on or about March 17, 1997.

Owners of record of the Company's Common Stock (the 'Common Stock') at the
close of business on March 3, 1997, are entitled to notice of and to vote at the
Annual Meeting. At January 1, 1997, there were 282,814,625 shares of Common
Stock outstanding. The owners of a majority of the shares entitled to vote,
present in person or represented by proxy, will constitute a quorum for the
transaction of business at the meeting. Shareowners are entitled to one vote for
each share held. If a shareowner is a participant in the Company's Dividend
Reinvestment and Share Purchase Plan (the 'Dividend Reinvestment Plan'), the
proxy card represents shares in the participant's plan account, as well as
shares held of record in the participant's name.

The shares represented by a properly signed and returned proxy card will be
voted as specified by the shareowner. If a proxy card is signed and returned but
no specification is made, the shares will be voted FOR the election of all
nominees for director (Proposal 1), the amendment of the Restated Certificate of
Incorporation (Proposal 2) and the appointment of independent accountants
(Proposal 3), and AGAINST the shareowner proposals described in this Proxy
Statement (Proposals 4 and 5). A proxy may be revoked by a shareowner at any
time before it is voted by notice in writing delivered to the Secretary, by
submission of another proxy bearing a later date or by voting in person at the
Annual Meeting.

Abstentions are not counted as votes 'for' or 'against' a proposal, but are
counted in determining the number of shares present or represented on a
proposal. Therefore, since approval of Proposal 2 requires the affirmative vote
of a majority of the shares of Common Stock outstanding and approval of
Proposals 3 through 5 requires the affirmative vote of a majority of the shares
of Common Stock present or represented, abstentions have the same effect as a
vote 'against' those proposals. New York Stock Exchange rules prohibit brokers
from voting on Proposals 4 and 5 without receiving instructions from the
beneficial owner of the shares. In the absence of instructions, shares subject
to such 'broker non-votes' will not be counted as voted or as present or
represented on those proposals.

It is the policy of the Company that any proxy, ballot or other voting
material that identifies the particular vote of a shareowner will, if requested
thereon by the shareowner, be kept confidential, except in the event of a
contested proxy solicitation or as may be required by law. The Company may be
informed whether or not a particular shareowner has voted and will have access
to any comment written on a proxy, ballot or other material and to the identity
of the commenting shareowner. Under the policy, the inspectors of election at
any meeting will be independent parties unaffiliated with the Company.

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1 -- ELECTION OF DIRECTORS

The Company's Board of Directors is divided into three classes that serve
staggered three-year terms and are as nearly equal in number as possible. The
Board has nominated five candidates for election as directors, four for a term
ending at the 2000 Annual Meeting and one for a term ending at the 1999 Annual
Meeting. The vote of a plurality of the shares of Common Stock present or
represented and entitled to vote at the Annual Meeting is required for election
as a director.

All of the nominees are currently directors who were elected prior to the
last Annual Meeting, except Henry T. Yang, who joined the Board in September
1996. Each nominee has consented to being named in the Proxy Statement and to
serve if elected. If prior to the Annual Meeting any nominee should become
unavailable to serve, the shares represented by a properly signed and returned
proxy card will be voted for the election of such other person as may be
designated by the Board of Directors, or the Board may determine to leave the
vacancy temporarily unfilled. All directors serve subject to the retirement
policy described on page 7.

Certain information regarding each nominee and each director continuing in
office after the Annual Meeting is set forth below, including age and principal
occupation, a brief account of business experience during at least the last five
years, certain other directorships currently held and the year in which the
individual was first elected a director of the Company or one of its predecessor
companies.

NOMINEES FOR ELECTION
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FOR TERM EXPIRING IN 2000

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[PHOTO OF LAWRENCE A. BOSSIDY, Chairman of the Board and Chief Executive Officer of the Company
LAWRENCE A. BOSSIDY]
Mr. Bossidy became Chief Executive Officer of the Company in July 1991 and Chairman of
the Board in January 1992. He previously served in a number of executive and financial
positions with General Electric Company, a diversified services and manufacturing
company, which he joined in 1957. Mr. Bossidy was Chief Operating Officer of General
Electric Credit Corporation (now General Electric Capital Corporation) from 1979 to
1981, Executive Vice President and Sector Executive of GE's Services and Materials
Sector from 1981 to 1984, and Vice Chairman and Executive Officer of GE from 1984 until
he joined the Company. He is a director of Champion International Corporation and Merck
& Co., Inc.

Director since 1991 Age 62
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[PHOTO OF ANN M. FUDGE, Executive Vice President of Kraft Foods, Inc.
ANN M. FUDGE]
Ms. Fudge joined General Foods USA in 1986 and held several planning and marketing
positions before being appointed Executive Vice President and General Manager of the
Dinners and Enhancers Division in 1991. In 1994, she was named President of General
Foods' Maxwell House Coffee Company. In early 1995, Ms. Fudge became Executive Vice
President of Kraft Foods, Inc. (the successor to Kraft General Foods, Inc., of which
General Foods USA was an operating unit), while continuing to head the Maxwell House
Coffee Division as General Manager. Kraft is the multinational food business of Philip
Morris Companies Inc. Ms. Fudge is a director of Liz Claiborne, Inc.

Director since 1993 Age 45
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[PHOTO OF ROBERT C. WINTERS, Chairman Emeritus of The Prudential Insurance Company of America
ROBERT C. WINTERS]
Mr. Winters joined Prudential, a provider of insurance and financial services, in 1953.
During his career with Prudential, he held various managerial positions prior to his
election as Executive Vice President in 1978, Vice Chairman in 1984 and Chairman and
Chief Executive Officer in 1987. He retired as Chairman and Chief Executive Officer and
became Chairman Emeritus in December 1994.

Director since 1989 Age 65
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[PHOTO OF HENRY T. YANG, Chancellor of the University of California, Santa Barbara
HENRY T. YANG]
Dr. Yang became Chancellor of the University of California, Santa Barbara in 1994. Prior
to his current position, he served in a number of faculty and administrative positions
at Purdue University starting in 1969. He became Head of Purdue's School of Aeronautics
and Astronautics in 1979 and served as Dean of the Schools of Engineering and Director
of the Computer Integrated Design, Manufacturing and Automation Center from 1984 until
he joined the University of California.

Director since 1996 Age 56
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FOR TERM EXPIRING IN 1999

[PHOTO OF PAUL X. KELLEY, Vice Chairman for Corporate Strategy of Cassidy & Associates
PAUL X. KELLEY]
General Kelley served as Commandant of the Marine Corps from 1983 until his retirement
in 1987. He assumed his current position with Cassidy & Associates, a Washington-based
government relations firm, in 1989. General Kelley is a director of GenCorp Inc., London
Insurance Group Inc., PHH Corporation, Saul Centers, Inc., Sturm, Ruger & Company, Inc.,
UST Inc. and The Wackenhut Corporation.

Director since 1987 Age 68
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INCUMBENT DIRECTORS CONTINUING IN OFFICE FOR TERM EXPIRING IN 1998
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[PHOTO OF RUSSELL E. PALMER, Chairman and Chief Executive Officer of The Palmer Group
RUSSELL E. PALMER]
Mr. Palmer established The Palmer Group, a private investment firm, in 1990, after
serving seven years as Dean of The Wharton School of the University of Pennsylvania. He
previously served as Managing Director and Chief Executive Officer of Touche Ross
International and Managing Partner and Chief Executive Officer of Touche Ross & Co.
(USA) (now Deloitte and Touche). He is a director of Bankers Trust Company, Bankers
Trust New York Corporation, Federal Home Loan Mortgage Corporation, GTE Corporation, The
May Department Stores Company and Safeguard Scientifics, Inc.

Director since 1987 Age 62
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[PHOTO OF IVAN G. SEIDENBERG, Chairman and Chief Executive Officer of NYNEX Corporation
IVAN G. SEIDENBERG]
Mr. Seidenberg joined NYNEX Corporation, a telecommunications and information services
provider, in 1983 after holding various positions with AT&T since 1966. He served in
several senior management positions at NYNEX before becoming a director and Vice
Chairman of the Board in 1991, President and Chief Operating Officer in 1994, and
Chairman and Chief Executive Officer in 1995. He is a director of American Home Products
Corporation, CVS Corporation and Viacom Inc.

Director since 1995 Age 50
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[PHOTO OF ANDREW C. SIGLER, Retired Chairman and Chief Executive Officer of Champion International
ANDREW C. SIGLER] Corporation

Mr. Sigler began his career at Champion International Corporation, a paper and forest
products company, in 1956. He was elected President and Chief Executive Officer in 1974
and served as Chairman and Chief Executive Officer from 1979 until his retirement in
1996. He is a director of Bristol-Myers Squibb Company, The Chase Manhattan Corporation
and General Electric Company.

Director since 1994 Age 65
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[PHOTO OF THOMAS P. STAFFORD, Consultant, General Technical Services, Inc.
THOMAS P. STAFFORD]
Lt. Gen. Stafford joined the consulting firm of General Technical Services, Inc. in
1984. He is also Vice Chairman and co-founder of Stafford, Burke and Hecker, Inc., a
Washington-based consulting firm. After serving as an astronaut for a number of years,
he retired in 1979 from the Air Force as Deputy Chief of Staff for Research, Development
and Acquisition and served as Vice Chairman of Gibraltar Exploration Limited until 1984.
Lt. Gen. Stafford is also Chairman of the Board of Omega Watch Corporation of America
and is a director of CMI Corporation, Fisher Scientific International Inc., Pacific
Scientific Company, Seagate Technology Inc., Tracor, Inc., Tremont Corporation, The
Wackenhut Corporation and Wheelabrator Technologies Inc.

Director since 1981 Age 66
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INCUMBENT DIRECTORS CONTINUING IN OFFICE FOR TERM EXPIRING IN 1999
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[PHOTO OF HANS W. BECHERER, Chairman and Chief Executive Officer of Deere & Company
HANS W. BECHERER]
Mr. Becherer began his business career with Deere & Company, a manufacturer of mobile
power machinery and a supplier of financial services, in 1962. After serving in a
variety of managerial and executive positions, he became a director of Deere in 1986 and
was elected President and Chief Operating Officer in 1987, President and Chief Executive
Officer in 1989 and Chairman and Chief Executive Officer in 1990. He is a director of
Schering-Plough Corporation.

Director since 1991 Age 61
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[PHOTO OF ROBERT P. LUCIANO, Chairman of the Board of Schering-Plough Corporation
ROBERT P. LUCIANO]
Mr. Luciano joined Schering-Plough Corporation, a manufacturer and marketer of
pharmaceuticals and consumer products, in 1978. He served as President from 1980 to 1986
and Chief Executive Officer from 1982 through 1995. He has been Chairman of the Board
since 1984. He is a director of C.R. Bard, Inc. and Merrill Lynch & Co.

Director since 1989 Age 63
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[PHOTO OF ROBERT B. PALMER, Chairman, President and Chief Executive Officer of Digital Equipment
ROBERT B. PALMER] Corporation

Mr. Palmer joined Digital Equipment Corporation, a provider of networked computer
systems, software and services, in 1985. He advanced through a series of executive
positions until he became President and Chief Executive Officer in 1992 and Chairman of
the Board in 1995.

Director since 1995 Age 56
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[PHOTO OF JOHN R. STAFFORD, Chairman, President and Chief Executive Officer of American Home
JOHN R. STAFFORD] Products Corporation

Mr. Stafford has held a number of positions with American Home Products, a manufacturer
of pharmaceutical, health care, animal health and agricultural products, since joining
that company in 1970. He served as General Counsel, Vice President, Senior Vice
President and Executive Vice President before becoming President in 1981, an office he
held until 1990 and which he resumed in early 1994. Mr. Stafford was elected Chairman of
the Board and Chief Executive Officer in 1986. He is a director of The Chase Manhattan
Corporation and NYNEX Corporation.

Director since 1993 Age 59
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THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

The business of the Company is managed under the direction of the Board of
Directors. There were nine meetings of the Board in 1996, with individual
attendance averaging 96% of the meetings. Average attendance by incumbent
directors at all meetings of the Board and Committees of the Board on which they
served was also 96%.

The Board of Directors' retirement policy establishes 70 as the retirement
age for non-employee directors, as well as for any director who is or has been
the Company's Chief Executive Officer. A director who reaches retirement age
shall serve until the next Annual Meeting. The policy also provides that
non-employee directors who discontinue the principal position or identification
which prevailed at the time of their election (other than by virtue of a
promotion) shall offer to tender their resignations as directors. The Board has
discretion to make exceptions to the policy.

Because of the number of matters requiring Board consideration, and to make
the most effective use of individual Board members' capabilities, the Board of
Directors has established Committees to devote attention to specific subjects
and to assist it in the discharge of its responsibilities. The functions of
these Committees, their current members and the number of meetings held during
1996 are described below. A non-employee director may also attend a Committee
meeting as an alternate member at the request of the Committee Chairman (with
the concurrence of the Chairman of the Board).

The Audit Committee recommends the firm to be appointed as independent
accountants to audit the Company's financial statements and to perform services
related to the audit; reviews the scope and results of the audit with the
independent accountants; reviews with management and the independent accountants
the Company's interim and year-end operating results; considers the adequacy of
the internal accounting and auditing procedures of the Company; and considers
the accountants' independence. The members of the Audit Committee, which met
five times in 1996, are Messrs. R. E. Palmer (Chairman), Becherer, J. Stafford
and Winters, Ms. Fudge and Gen. Kelley.

The Corporate Governance Committee reviews policies and makes
recommendations to the Board, as appropriate, concerning Board-related issues,
such as the size and composition of the Board, the criteria and qualification
for election to the Board, retirement from the Board, director compensation and
benefits, and the structure, composition and membership of Board committees. The
Committee also considers and recommends individuals for nomination as directors.
The names of potential director candidates are drawn from a number of sources,
including recommendations from members of the Board, management and shareowners.
Shareowners wishing to recommend Board nominees should submit their
recommendations in writing to the Secretary, AlliedSignal Inc., P.O. Box 4000,
Morristown, New Jersey 07962, with the submitting shareowner's name and address
and pertinent information about the proposed nominee similar to that set forth
in this Proxy Statement for Board nominees, including current principal
occupation and employment, principal positions held during the last five years
and a list of all companies which the individual serves as a director. (See the
heading 'Additional Information -- Other Action at the Meeting' for a summary of
the procedure applicable to a shareowner nomination at an annual meeting.) This
Committee is responsible for the periodic review of the overall effectiveness of
the Board and, when appropriate, making recommendations for improvements. The
members of the Corporate Governance Committee, which met three times in 1996,
are Messrs. Becherer (Chairman), Luciano, R. E. Palmer, Seidenberg and Winters.

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The Corporate Responsibility Committee reviews the policies and programs
that are designed to assure the Company's compliance with legal and ethical
standards and that affect its role as a responsible corporate citizen, including
those relating to human resources issues such as equal employment opportunity,
to health, safety and environmental matters, and to proper business practices.
The members of the Committee are Gen. Kelley (Chairman), Ms. Fudge, Messrs. R.
B. Palmer and Sigler, Lt. Gen. T. Stafford and Dr. Yang. It met three times in
1996.

The Management Development and Compensation Committee reviews and
recommends the compensation arrangements for officers; approves such
arrangements for other senior level employees; considers matters related to
management development and succession and recommends individuals for election as
officers; and reviews or takes such other action as may be required in
connection with the bonus, stock and other benefit plans of the Company and its
subsidiaries. It met five times in 1996. The Committee members are Messrs.
Luciano (Chairman), Becherer, Seidenberg, Sigler and J. Stafford.

The Retirement Plans Committee appoints the trustees for funds under the
employee pension benefit plans of the Company and certain subsidiaries; reviews
funding strategies; sets investment policy for fund assets; and oversees and
appoints members of other committees investing fund assets. This Committee met
three times in 1996. Its members are Messrs. Winters (Chairman), Luciano, R. E.
Palmer, Sigler and J. Stafford and Ms. Fudge.

The Technology Committee reviews corporate-wide technology matters,
including research, development and engineering, and advises the Company with
respect to its technology program and budget, proposed changes in corporate
strategy where technology is a significant component, and technologies of
importance to the Company's existing or new business areas. The members of this
Committee are Lt. Gen. T. Stafford (Chairman), Gen. Kelley, Messrs. R. B. Palmer
and Seidenberg and Dr. Yang. It met three times in 1996.

COMPENSATION OF DIRECTORS

The compensation arrangements for non-employee directors were modified in
two respects, effective January 1, 1997. First, as described below, pensions for
directors have been eliminated. Second, the annual Board retainer was increased
from $35,000 to $50,000, with the additional $15,000 credited to each director's
account in the Deferred Compensation Plan for Non-Employee Directors (the
'Deferred Compensation Plan') in the form of Common Stock equivalents (which are
only payable after termination of Board service). These changes were made to
ensure a contemporary and competitive approach to director compensation which
more directly aligns directors' interests with those of the shareowners.

No other changes were made to the following standard retainers and fees
paid to non-employee directors: a fee of $1,500 for Board meetings attended on
any day (nine during 1996); an annual retainer of $5,400 for each Board
Committee served; and an additional Committee Chairman retainer of $4,000 for
the Audit and Management Development and Compensation Committees and $2,000 for
all other Board Committees. While no meeting fees are generally paid for
attendance at Committee meetings, a $1,000 fee is paid for attendance at a
Committee meeting, or other extraordinary meeting related to Board business,
which occurs apart from a Board meeting, and a $1,000 per day fee is paid for
special assignments. Non-employee directors are also provided with $350,000 in
business travel accident insurance and are eligible to elect, without
contribution by them, $100,000 in term life insurance and medical and dental
coverage for

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themselves and their eligible dependents. All directors are reimbursed for
expenses incurred in attending meetings.

In September 1996, the Board of Directors voted to amend the Retirement
Plan for Non-Employee Directors (the 'Retirement Plan') to eliminate eligibility
for retirement benefits for any director elected to the Board after December 31,
1996. In addition, all current directors agreed to waive their right to a
benefit under the Retirement Plan in exchange for a one-time credit to their
accounts in the Deferred Compensation Plan of a lump-sum amount representing the
present value at December 31, 1996 of their projected benefit under the
Retirement Plan (assuming a $35,000 Board retainer upon retirement at age 70 and
a 15-year life expectancy; for directors under age 55, the calculation was based
on months of service to date). The lump-sum amount was credited to each
director's account on January 1, 1997, either 100% in Common Stock equivalents
or 50% in Common Stock equivalents and 50% in cash (with interest at 10%), as
elected by the director.

Directors may also elect to defer, until a specified calendar year or
retirement from the Board, all or any portion of their other annual compensation
and to have such compensation credited to their account in the Deferred
Compensation Plan. Amounts credited either accrue amounts equivalent to interest
at the same rate as that determined by the Management Development and
Compensation Committee for amounts deferred during the same year under the
Company's Incentive Compensation Plan (10% for 1997) or are valued as if
invested in Common Stock equivalents or one of the other funds available for
investments by participants in the AlliedSignal Savings Plan, as elected by the
director. All amounts credited as Common Stock equivalents under the Deferred
Compensation Plan, including those referred to above, will earn amounts
equivalent to dividends, which will be credited to the directors' accounts as if
reinvested in Common Stock, and all such deferred amounts will be paid in cash
following termination of Board service. Common Stock equivalents credited to
directors' deferred accounts are included in the table set forth below under
'Voting Securities.' Upon a change in control, a director will be entitled to a
lump-sum cash payment of all deferred amounts.

Under the Stock Plan for Non-Employee Directors, each new non-employee
director receives a one-time grant of 1,500 shares of Common Stock, which are
subject to transfer restrictions until the director's service terminates with
the consent of a majority of the other members of the Board, provided
termination occurs at or after age 65. During the restricted period, the
director has the right to receive dividends on and the right to vote the shares.
At the end of the restricted period, a director is entitled to one-fifth of the
shares granted for each year of service (up to five). The shares will be
forfeited if the director's service terminates (other than for death or
disability) prior to the end of the restricted period. The Plan also provides
for the grant to each non-employee director continuing in office after an Annual
Meeting of an option to purchase 1,000 shares of Common Stock at 100% of the
fair market value of the Common Stock on the date of grant. Each option becomes
fully vested at the earliest of the director's retirement from the Board at or
after age 70, death, disability or April 1 of the third year after the date of
grant. Prior thereto, each option becomes exercisable in cumulative installments
of 40% of the shares subject to the option on April 1 of the year following the
grant date and an additional 30% on April 1 of each of the next two years.

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VOTING SECURITIES

As of January 1, 1997, State Street Bank & Trust Company, 225 Franklin
Street, Boston, Massachusetts 02101 ('State Street'), held 31,590,603 shares, or
approximately 11.2%, of the outstanding Common Stock as trustee of the Company's
savings plans. Under the terms of the plans, State Street is required to vote
shares attributable to any participant in accordance with instructions received
from the participant and to vote all shares for which it shall not have received
instructions in the same ratio as the shares with respect to which instructions
were received. State Street disclaims beneficial ownership of the shares
referred to above. State Street also held 2,698,022 shares, or approximately
1.0%, of the outstanding Common Stock as trustee of various trusts, with sole
voting power as to 2,587,127 shares, shared voting power as to 12,095 shares,
sole investment power as to 2,653,012 shares, and shared investment power as to
45,010 shares.

FMR Corp. (including Fidelity Management & Research Company, Fidelity
Management Trust Company and Fidelity International Limited), 82 Devonshire
Street, Boston, Massachusetts 02109, has informed the Company that, as of
January 1, 1997, it beneficially owned 24,178,754 shares, or approximately 8.5%,
of the outstanding Common Stock, primarily in their capacity as investment
adviser, with sole voting power as to 986,908 shares and sole investment power
as to 24,178,754 shares.

Set forth below is certain information with respect to ownership of the
Common Stock as of January 1, 1997 by each director, certain executive officers
and by all directors and executive officers of the Company as a group:

<TABLE>
<CAPTION>
Number of
Name Shares(1)(2)
- ---------------------------------------------------------------- ---------
<S> <C>
John W. Barter.................................................. 554,372(3)
Hans W. Becherer................................................ 7,226(3)
Lawrence A. Bossidy............................................. 1,395,755(3)
Daniel P. Burnham............................................... 488,371(3)
Ann M. Fudge.................................................... 4,407(3)
Paul X. Kelley.................................................. 13,052(3)
Peter M. Kreindler.............................................. 244,621(3)
Robert P. Luciano............................................... 6,887(3)
Robert B. Palmer................................................ 2,531
Russell E. Palmer............................................... 6,766(3)
Frederic M. Poses............................................... 546,469(3)
Ivan G. Seidenberg.............................................. 2,391(3)
Andrew C. Sigler................................................ 10,124(3)
John R. Stafford................................................ 13,482(3)
Thomas P. Stafford.............................................. 8,690(3)
Robert C. Winters............................................... 16,311(3)
Henry T. Yang................................................... 2,515
All directors and executive
officers as a group........................................... 4,362,625(3)
</TABLE>

(footnotes on next page)

<PAGE>

<PAGE>
- ------------

(1) The total for any individual is less than 0.5%, and the total for the group
is less than 1.5%, of the shares of Common Stock outstanding.

(2) Includes (a) shares held individually, jointly with others or in the name of
a family member or of a bank, broker or nominee for the individual's
account, (b) whole shares attributable to participants under the Dividend
Reinvestment Plan and the AlliedSignal Savings Plan, (c) restricted shares
as to which directors have sole voting power but no investment power prior
to the lapse of restrictions, and (d) the following number of shares or
share-equivalents in deferred accounts, as to which no voting or investment
power exists: Mr. Barter, 40,514; Mr. Becherer, 3,126; Mr. Bossidy, 6,686;
Mr. Burnham, 7,511; Ms. Fudge, 307; Gen. Kelley, 6,314; Mr. Kreindler,
9,703; Mr. Luciano, 1,787; Mr. R. B. Palmer, 1,031; Mr. R. E. Palmer, 1,666;
Mr. Poses, 81,727; Mr. Seidenberg, 491; Mr. Sigler, 4,024; Mr. J. Stafford,
1,382; Lt. Gen. T. Stafford, 4,590; Mr. Winters, 2,186; Dr. Yang, 1,015; and
all directors and executive officers as a group, 238,324.

(3) Includes shares which the following have the right to acquire within 60 days
through the exercise of vested stock options: Mr. Barter, 488,000; Mr.
Bossidy, 1,175,000; Mr. Burnham, 430,000; Mr. Kreindler, 229,000; Mr. Poses,
442,900; Mr. Seidenberg, 400; each other non-employee director except Mr. R.
B. Palmer and Dr. Yang, 1,100; and all directors and executive officers as a
group, 3,716,226; no voting or investment power exists with respect to such
shares prior to acquisition.

------------------------

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file reports relating to their ownership and
changes in ownership of the Common Stock with the Securities and Exchange
Commission and New York Stock Exchange. Based on information provided by the
Company's directors and officers and a review of such reports, the Company
believes that all required reports were filed on a timely basis during 1996.

EXECUTIVE COMPENSATION

REPORT OF THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE

The Management Development and Compensation Committee of the Board of
Directors (the 'Committee'), subject to the approval of the Board of Directors,
determines the compensation of the Company's executive officers and oversees the
administration of executive compensation programs. The Committee is composed
solely of independent directors.

Executive Compensation Policies and Programs

The Company's executive compensation programs are designed to attract and
retain highly qualified executives and to motivate them to maximize shareowner
returns by achieving

<PAGE>

<PAGE>
aggressive goals. The programs link each executive's compensation directly to
performance. A significant portion of each executive's compensation is dependent
upon the appreciation of the Common Stock and meeting financial goals and other
individual performance objectives.

There are three basic components to this 'pay for performance' system: base
pay; annual incentive bonus; and long-term, equity-based incentive compensation
(primarily stock options). Each component is addressed in the context of
competitive conditions. In determining competitive compensation levels, the
Company analyzes information from several independent surveys which include
information regarding comparably-sized industrial companies. Since the Company's
market for executive talent extends beyond its own industries, the survey data
include companies outside the industrial classifications represented in the
Composite Group Index referred to below under 'Performance Graph.'

Base pay. Base pay is designed to be competitive within 20% above or below
median salary levels at other large industrial companies for equivalent
positions. The executive's actual salary relative to this competitive framework
varies based on individual performance and the individual's skills, experience
and background.

Annual incentive bonus. In 1996, each executive was eligible to receive an
annual cash bonus. Award levels, like the base salary levels, are set with
reference to competitive conditions and are intended to motivate the Company's
executives by providing substantial bonus payments for the achievement of
aggressive goals. The actual amounts paid were determined by performance based
on two factors: first, financial performance, which was measured against
objectives established for net income, cash flow and productivity increases; and
second, the individual executive's performance against other specific management
objectives, including improving customer satisfaction, negotiating significant
transactions and developing strategic business alliances. Financial objectives
were given greater weight than other management objectives in determining bonus
payments. The types and relative importance of specific financial and other
business objectives varied among the Company's executives depending on their
positions and the particular operations or functions for which they were
responsible.

Long-term, equity-based incentive compensation. The long-term, equity-based
compensation program is tied directly to shareowner return. The executive is
rewarded if the shareowners receive the benefit of appreciation in the price of
the Common Stock. Under the program, long-term incentive compensation consists
of stock option grants which vest over a multi-year period. Options for
executive officers are granted in tandem with limited stock appreciation rights,
which are designed to provide the executive with an economic benefit comparable
to that available to all shareowners in the event of a tender offer for the
Company's shares, a change in control or similar event. The Company periodically
grants new awards to provide continuing incentives for future performance,
without regard to the number of outstanding awards. Depending on the executive,
grants are either made annually, with vesting over a three-year period, or
periodically, with vesting over a longer period but subject to acceleration if
specified financial performance objectives are achieved. Like the annual bonus,
award levels are set with regard to competitive considerations, but each
individual's actual award is based upon the individual's performance, potential
for advancement, leadership ability and commitment to the Company's total
quality efforts.

<PAGE>

<PAGE>
The principal purpose of the long-term incentive compensation program is to
encourage the Company's executives to enhance the value of the Company and,
hence, the price of the Common Stock and the shareowners' return. This component
of the compensation system (through extended vesting) also is designed to create
an incentive for the individual to remain with the Company. In addition, awards
of restricted units, each of which entitles the holder to one share of Common
Stock on vesting (or cash in the Committee's discretion), may be made on a
select basis to individual executives in order to enhance the retention
incentive. These units vest over an extended period of up to ten years.

The Company intends, to the extent practicable, to preserve deductibility
under the Internal Revenue Code of compensation paid to its executive officers
while maintaining compensation programs to attract and retain highly qualified
executives in a competitive environment. Accordingly, compensation paid under
the Company's 1993 Stock Plan and Incentive Compensation Plan is generally
deductible, although certain compensation paid to some executives may not be
deductible.

Annual Reviews

Each year, the Committee reviews the executive compensation policies with
respect to the linkage between executive compensation and the creation of
shareowner value, as well as the competitiveness of the programs. The Committee
determines what changes, if any, are appropriate in the compensation programs.
In conducting these annual reviews, the Committee considers information provided
by the Chief Executive Officer and the Senior Vice President-Human Resources and
Communications and uses surveys and reports prepared by independent compensation
consultants. The Committee also monitors the levels of ownership in shares and
share-equivalents of the Common Stock for each executive officer to assure that
officers maintain ownership positions that are consistent with guidelines
established at other large industrial companies.

The Committee annually reviews with the Chief Executive Officer the
individual performance of each of the other executive officers and the Chief
Executive Officer's recommendations with respect to the appropriate compensation
awards. With Board authorization, the Committee approves salary actions and
determines the amount of annual bonus and the number of long-term, equity-based
awards for each officer. The Committee also reviews with the Chief Executive
Officer the financial and other objectives for each of the senior executive
officers for the following year.

In 1996, awards to executive officers as a group reflected the overall
financial performance of the Company, which included record net income and
achievement of the Company's earnings per share goals. Awards to individuals
also reflected performance against their specific management objectives, as well
as the performance of the operations or functions for which they were
responsible.

Consistent with past practice, the Committee in 1996 approved long-term
incentive and retention awards with extended vesting and performance vesting for
a small group of key executives (including some executive officers) who are
viewed as critical resources for enabling the Company to realize its long-term
objectives. These significant, one-time grants of options vest

<PAGE>

<PAGE>
ratably over nine years, with acceleration of vesting following three
consecutive years of at least 15% growth in the Company's consolidated earnings
per share. Additional options were granted which will vest only if the Company
achieves at least 15% annual growth in consolidated earnings per share for four
consecutive years and five consecutive years, respectively. All of the options
were granted in tandem with limited stock appreciation rights. Grants were also
made of restricted units which vest on the tenth anniversary of the grant or
earlier upon achievement of three consecutive years of consolidated earnings per
share growth of at least 15%. These special awards are aligned with the
performance-vesting and long-term retention focus of the long-term incentive
awards provided to the Chief Executive Officer in 1994 and the Sector Presidents
in 1995. The Committee expects to continue to provide special retention grants
of a similar nature to a small number of executives annually.

Chief Executive Officer

Under Mr. Bossidy's employment agreement, which extends until April 1,
2000, Mr. Bossidy is entitled to an annual salary of $2,000,000 and a minimum
target incentive bonus of 80% of base salary. Based on the Company's financial
performance in 1996, which included a 17% increase in earnings per share,
representing the fifth consecutive annual increase of at least 15%, and net
income in excess of $1 billion for the first time, as well as a 41% increase in
the price of the Common Stock, strategic and globalization initiatives and new
total quality initiatives, including customer excellence, the Committee awarded
Mr. Bossidy a bonus of $2,800,000. In light of the grant of options and
restricted units made to Mr. Bossidy in 1994 under the terms of his employment
agreement, no further grants of options or units were made to him in 1996.

------------------------

Members of the Management Development and Compensation Committee:

Robert P. Luciano, Chairman
Hans W. Becherer
Ivan G. Seidenberg
Andrew C. Sigler
John R. Stafford

<PAGE>

<PAGE>
SUMMARY COMPENSATION TABLE

The following table contains information concerning the most highly
compensated executive officers of the Company, as required under applicable
rules of the Securities and Exchange Commission.

SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------------ -------------------------
Securities
Name and Principal Other Annual Restricted Underlying All Other
Position Year Salary Bonus Compensation Unit Awards(1) Options(#) Compensation(2)
- -------------------- ----- ---------- ---------- ------------ -------------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lawrence A. 1996 $2,000,000 $2,800,000 $ 6,576 -- -- $ 1,028,889
Bossidy 1995 2,000,000 2,350,000 58,206(3) -- -- 1,005,653
Chairman of the 1994 1,625,000 2,000,000 7,260 $ 8,756,250 1,800,000 858,589
Board and Chief
Executive Officer
Frederic M. 1996 493,500 670,000 15,767 -- -- 101,901
Poses 1995 475,000 625,000 2,710 1,072,500 650,000 61,254
Executive Vice 1994 450,000 525,000 18,717 82,925 120,000 55,305
President
(Engineered
Materials)
Daniel P. 1996 473,333 575,000 61,379 -- -- 76,407
Burnham 1995 450,000 445,000 77,539 1,072,500 650,000 73,290
Executive Vice 1994 416,670 390,000 65,903 82,925 120,000 70,485
President
(Aerospace)
John W. 1996 466,667 500,000 4,385 -- -- 67,292
Barter 1995 450,000 400,000 767 1,072,500 650,000 52,991
Executive Vice 1994 412,500 390,000 937 49,600 72,000 49,285
President
(Automotive)
Peter M. 1996 410,000 430,000 4,835 -- 390,000 45,315
Kreindler 1995 410,000 380,000 468 680,000 70,000 38,855
Senior Vice 1994 385,000 340,000 880 45,725 66,000 37,468
President, General
Counsel and
Secretary
</TABLE>

- ------------

(1) Restricted unit awards, valued on the date of the award, entitle the holder
to receive one share of Common Stock for each unit when the unit vests. The
Committee has the discretion to pay all or part of such awards in cash. All
units reflected in the table vest in equal annual installments on January 1
of each of the four years following the award, except for 250,000 units
included for Mr. Bossidy in 1994 and all restricted units included for 1995,
none of which vests in less than three years. The total number of units held
and their value at the end of 1996 were as follows: Mr. Bossidy, 725,796
units ($48,628,332); Mr. Poses, 44,101 units ($2,954,767); Mr. Burnham,
42,501 units ($2,847,567); Mr. Barter, 41,706 units ($2,794,302); and Mr.
Kreindler, 21,145 units ($1,416,715). Common Stock dividend equivalents are
payable on each unit.

<PAGE>

<PAGE>
(2) Amounts shown for 1996 consist of matching contributions made by the Company
under the savings plan and supplemental savings plan: for Mr. Bossidy,
$80,004; Mr. Poses, $39,403; Mr. Burnham, $37,872; Mr. Barter, $37,336; and
Mr. Kreindler, $16,404; the value of life insurance premiums: for Mr.
Bossidy, $907,410; Mr. Poses, $19,305; Mr. Burnham, $37,145; Mr. Barter,
$16,285; and Mr. Kreindler, $22,060; and above-market interest earned during
1996 on previously deferred compensation but not paid or payable in 1996:
for Mr. Bossidy, $41,475; Mr. Poses, $43,193; Mr. Burnham, $1,390; Mr.
Barter, $13,671; and Mr. Kreindler, $6,851.

(3) Includes $18,627 for estate planning and $23,690 for Company-provided
transportation.

OPTION TABLES

The following tables contain information concerning stock options, all of
which were granted with an exercise price equal to 100% of the fair market value
of the Common Stock on the date of grant.

OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
<TABLE>
<CAPTION>
Number of % of Total
Securities Options
Underlying Granted to Exercise Grant Date
Options Employees in Price Expiration Present
Name Granted Fiscal Year ($/Sh) Date Value(1)
- ------------------------------------ --------- ------------ -------- ---------- ----------

<S> <C> <C> <C> <C> <C>
Lawrence A. Bossidy................. -- -- -- -- --
Frederic M. Poses................... -- -- -- -- --
Daniel P. Burnham................... -- -- -- -- --
John W. Barter...................... -- -- -- -- --
Peter M. Kreindler.................. 300,000(2) 6.4 $ 50.63 1/31/06 $3,639,000
30,000(3) 0.6 50.63 1/31/06 363,900
60,000(4) 1.3 50.63 1/31/06 727,800
</TABLE>

- ------------

(1) Options are valued using a Black-Scholes option pricing model which assumes
a historic five-year average volatility of 21.1%, the average dividend yield
for the three years ended December 31, 1995 (1.8%), a 5.4% risk-free rate of
return (based on the average zero coupon five-year U.S. Treasury note yield
for the month of grant), and an expected option life of five years based on
past experience. No adjustments are made for risk of forfeiture or non-
transferability. Options will have no actual value unless, and then only to
the extent that, the Common Stock price appreciates from the grant date to
the exercise date. If the grant date present values are realized, total
shareowner value will have appreciated by approximately $3.4 billion, and
the value of the granted options reflected in the table will be less than
0.2% of the total shareowner appreciation.

(2) These options vest in cumulative installments of 10% per year for eight
years commencing on January 1, 1997, and the final installment of 20% vests
on January 1, 2005. They are subject

<PAGE>

<PAGE>
to earlier vesting on April 1 of the year following the Company's
achievement of at least 15% growth in consolidated earnings per share for
three consecutive years. The options are accompanied by tandem limited stock
appreciation rights ('LSARs'), which provide that in the event of a tender
offer for the Company's shares, a change in control or similar event, a cash
payment will be made within 90 days equal to the difference between the
option exercise price and a price for the Common Stock related to the event,
and the corresponding options will expire.

(3) These options and accompanying tandem LSARs vest on April 1 of the year
following the Company's achievement of four consecutive years of at least
15% annual growth in consolidated earnings per share; the earliest possible
vesting date is April 1, 2000.

(4) These options and accompanying tandem LSARs vest on April 1 of the year
following the Company's achievement of five consecutive years of at least
15% annual growth in consolidated earnings per share; the earliest possible
vesting date is April 1, 2001.

------------------------

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
-----------------------------------------------
AND YEAR-END OPTION VALUES
--------------------------
<TABLE>
<CAPTION>

Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options(1)
Acquired on Options at Year-End at Year-End
Exercise Value -------------------------- --------------------------
Name (#) Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------- ----------- ---------- ----------- ------------- ----------- -------------

<S> <C> <C> <C> <C> <C> <C>
Lawrence A. Bossidy.......... 175,000 $7,005,025 1,085,000 1,290,000 $37,414,500 $ 41,686,500
Frederic M. Poses............ 65,000 2,081,495 326,900 636,000 10,702,484 19,875,000
Daniel P. Burnham............ 82,250 3,536,898 314,000 636,000 10,703,000 19,875,000
John W. Barter............... 68,000 2,824,949 386,400 621,600 15,130,420 19,468,200
Peter M. Kreindler........... 65,268 2,258,366 149,200 451,800 4,670,490 8,263,710
</TABLE>

- ------------

(1) 'In-the-Money Options' are those which have an exercise price that is lower
than the fair market value of the underlying securities.

<PAGE>

<PAGE>
PERFORMANCE GRAPH

The following graph compares the five-year cumulative total return on the
Common Stock to the total returns on the Standard & Poor's 500 Stock Index and a
composite index of corporations in the same industries as the Company (the
'Composite Group Index').

[PERFORMANCE GRAPH]
<TABLE>
<S> <C> <C> <C> <C> <C>
Company Common Stock 140.5 186.4 163.5 232.5 332.8
S&P 500 107.6 118.4 120.0 164.9 202.7
Composite Group 108.8 125.7 135.1 192.5 250.1
</TABLE>

In each case, a $100 investment on December 31, 1991 and reinvestment of
all dividends are assumed. Returns are at December 31 of each year.

------------------------

The Composite Group Index combines the total returns on the published Dow
Jones indices for the Aerospace & Defense, Automobile Parts & Equipment
Excluding Tire and Rubber Makers, and Chemical Groups. The total return for the
Composite Group Index is calculated by adding the products obtained from
separately multiplying the total return for each of the three Dow Jones groups
by the total market capitalization of the companies included in that group and
dividing by the total market capitalization of the companies included in the
three groups. This calculation is made for each year using stock market
capitalization data as of the beginning of the year provided to the Company by
Dow Jones. Shareowners may obtain this data from the Secretary, AlliedSignal
Inc., P.O. Box 4000, Morristown, New Jersey 07962.

<PAGE>

<PAGE>
RETIREMENT BENEFITS

The following table illustrates the estimated annual pension benefits which
would be provided on retirement at age 65 under the Company's Retirement Program
(the 'Pension Plan') and an unfunded supplemental retirement plan (the
'Supplemental Plan'), after applicable deductions for Social Security benefits,
to salaried employees having specified average annual remuneration and years of
service.

PENSION TABLE
-------------
<TABLE>
<CAPTION>
Average Years of Service
Annual ------------------------------------------------------------------
Remuneration 5 10 15 20 25 - 30
- ------------ -------- -------- ---------- ---------- ----------

The benefit amounts shown in the Pension Table are computed on a straight
life annuity basis. At January 1, 1997, the following individuals had the
indicated number of years of credited service for pension purposes: Mr. Bossidy,
5.5; Mr. Poses, 27.33; Mr. Burnham, 14.67; Mr. Barter, 20.83; and Mr. Kreindler,
5.0.

The amounts in the Salary and Bonus columns of the Summary Compensation
Table for 1996 would be included in computing remuneration for pension purposes.
Average annual remuneration under the Pension Plan is calculated based on the
highest paid 60 consecutive months of an employee's last 120 months of
employment.

Under his employment agreement, Mr. Bossidy is entitled to receive a
retirement benefit, commencing on termination of employment, equivalent to 60%
of his final average compensation (based on his highest three years of salary
and bonus) payable annually for his lifetime, and 30% of his final average
compensation payable annually thereafter to his surviving spouse for her
lifetime. If Mr. Bossidy dies prior to retirement, a benefit equivalent to 30%
of his final average compensation will be paid for his surviving spouse's
lifetime. Benefits under the agreement will be reduced by any retirement
benefits payable under the Pension Plan and Supplemental Plan, any survivor
benefit payable under the Company's executive life insurance program and, under
certain circumstances, benefits payable under pension plans of his former
employer.

EMPLOYMENT AND TERMINATION ARRANGEMENTS

Mr. Bossidy's agreement with the Company provides for his employment
through April 1, 2000 at a salary of $2,000,000 per year, and a target annual
incentive bonus of at least

<PAGE>

<PAGE>
80% of salary. The agreement also provided for the grant in 1994 of 1,500,000
options and 250,000 restricted units, all of which will vest on April 1, 1997 as
a result of the Company's attainment of three consecutive years of at least 15%
annual growth in consolidated earnings per share. In addition, the agreement
provided for the grant of an additional 125,000 restricted units, 50,000 of
which vest only if the Company achieves at least 15% annual growth in
consolidated earnings per share for four consecutive years and 75,000 of which
vest only if the Company achieves such growth for five consecutive years. These
grants were designed to link Mr. Bossidy's long-term incentive compensation to
the Company's performance and further align his interests with those of the
shareowners. The agreement also provides for benefits on retirement which are
described under 'Retirement Benefits.' The Company has assumed obligations for
certain life insurance policies and will be reimbursed from the proceeds of the
policies for premiums it pays; the value of these premiums is reflected in the
Summary Compensation Table.

Under the Severance Plan for Senior Executives (the 'Plan'), the executives
named in the Summary Compensation Table would be entitled to payments equivalent
to base salary and annual incentive bonus (and continuation of certain benefits,
such as group life and medical insurance coverage) for a period of 36 months (or
a lump sum payment following a change in control) if their employment is
terminated other than for 'gross cause' (which includes fraud and criminal
conduct). Payments would not continue after an executive reaches age 65. The
Plan provides for an additional payment sufficient to eliminate the effect of
any applicable excise tax on severance payments in excess of an amount
determined under Section 280G of the Internal Revenue Code. Payments subject to
the excise tax would not be deductible by the Company.

2 -- AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

Article FOURTH of the Company's Restated Certificate of Incorporation
currently fixes the authorized capital stock of the Company at 500 million
shares of Common Stock, par value $1 per share, and 20 million shares of
Preferred Stock, without par value. For the reasons discussed below, the Board
of Directors recommends an amendment to increase the number of authorized shares
of Common Stock to 1 billion. No change is being proposed in the par value of
the Common Stock or in the authorized number of shares of Preferred Stock.

If the amendment is approved by the shareowners, the first paragraph of
Article FOURTH would be amended to read as follows:

'FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is 1,020,000,000 shares of which
1,000,000,000 shares shall be Common Stock, par value $1.00 per share
('Common Shares'), and 20,000,000 shares shall be Preferred Stock, without
par value ('Preferred Stock').'

Of the 500 million currently authorized shares of Common Stock, at January
1, 1997 there were approximately 358 million shares issued, with approximately
283 million shares outstanding and 75 million shares held in the Company's
treasury. This left approximately 142 million authorized but unissued shares
available for future use.

<PAGE>

<PAGE>
The amendment would increase the available number of authorized but
unissued shares to approximately 642 million. While the Company does not have
any commitment or understanding at this time for the issuance of the additional
shares of Common Stock, the Board believes that it is desirable to have the
additional shares available for possible future stock splits or other stock
distributions, acquisitions or financings or other purposes not now foreseeable.
For example, the current authorization would be inadequate for another
two-for-one stock split comparable to the one declared by the Board in 1994.

The additional shares of Common Stock for which authorization is sought
would be equivalent to the shares of Common Stock now authorized. No preemptive
rights to subscribe for or purchase any other securities of any class attach to
the Common Stock. The amendment would allow the Board of Directors to authorize
the issuance of additional shares (up to the new maximum authorized number)
without further shareowner approval, unless required for a particular
transaction by applicable law, regulation or the rules of any stock exchange on
which the Company's securities are listed.

The authorization of additional shares of Common Stock would not, by
itself, have any effect on the rights of the holders of Common Stock. The
issuance of the additional shares authorized by the amendment for corporate
purposes other than a stock split may, among other things, have a dilutive
effect on earnings per share of the Common Stock and on the equity and voting
power of those holding Common Stock at the time of issuance. In addition, the
increase in authorized shares could, under certain circumstances, have an
anti-takeover effect by, for example, allowing issuance of shares that would
dilute the stock ownership of a person seeking to effect a change in the
composition of the Board or contemplating a tender offer or other transaction
for the combination of the Company with another company. However, this proposal
is not being made in response to any effort of which the Company is aware to
accumulate the Common Stock or obtain control of the Company.

The affirmative vote of the holders of a majority of all outstanding shares
of Common Stock entitled to vote at the Annual Meeting is required for approval
of the amendment.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREOWNERS VOTE FOR THE
AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK.

3 -- APPOINTMENT OF INDEPENDENT ACCOUNTANTS

Upon the recommendation of the Audit Committee, which is composed entirely
of independent directors, the Board of Directors has appointed Price Waterhouse
LLP ('Price Waterhouse') as independent accountants for the Company to audit its
consolidated financial statements for 1997 and to perform audit-related
services, including review of the Company's quarterly interim financial
information and periodic reports and registration statements filed with the
Securities and Exchange Commission and consultation in connection with various
accounting and financial reporting matters. Price Waterhouse also performs
non-audit services for the Company.

<PAGE>

<PAGE>
The Board has directed that the appointment of Price Waterhouse be
submitted to the shareowners for approval. The affirmative vote of a majority of
the shares of Common Stock present or represented and entitled to vote on the
proposal at the Annual Meeting is required for approval. If the shareowners do
not approve, the Audit Committee and the Board will reconsider the appointment.

Total fees for services rendered by Price Waterhouse in 1996 to the Company
and its subsidiaries worldwide were approximately $18,100,000. The Company has
been advised by Price Waterhouse that it will have a representative present at
the Annual Meeting who will be available to respond to appropriate questions.
The representative will also have the opportunity to make a statement if he
desires to do so.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREOWNERS VOTE FOR THE
APPROVAL OF THE APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS.

SHAREOWNER PROPOSALS

Shareowners have given the Company notice of their intention to introduce
the following proposals for consideration and action by the shareowners at the
Annual Meeting. The proposed resolutions and accompanying statements have been
provided by the respective proponents and the Company is not responsible for any
inaccuracies contained therein. For the reasons stated, the Board of Directors
does not support these proposals. The affirmative vote of a majority of the
shares of Common Stock present or represented and entitled to vote on the
proposals at the Annual Meeting is required for approval of each proposal.

4 -- SHAREOWNER PROPOSAL REGARDING
DIRECTOR INDEPENDENCE

This proposal has been submitted by Mr. Ray Saarkoppel, 120 Glen Springs
Dr., Scarborough, Ontario, Canada M1W1X8 (the owner of 234 shares of Common
Stock).

------------------------

'Shareholders recommend the Board of Directors take the necessary
steps to ensure Board members are independent, have the necessary time in
their professional careers to be independent and come from diverse
occupations to give them an independent viewpoint to challenge management
to greater accomplishments.'

'CalPERS and the Florida Retirement System Trust Fund define an independent
director as one who:

has not been employed by the Company or an affiliate in an executive
capacity within the last 5 years

was not, and is not a member of a corporation or firm that is one of the
Company's paid advisors or consultants

is not employed by a customer, supplier or provider of professional
services to the Company

<PAGE>

<PAGE>
has no personal services contract with the Company

is not employed by a foundation or university that receives grants or
endowments from the Company

is not a relative of the management of the Company; and

is not an officer or Board member of a company on which the Company's
Chairman or CEO is also a Board member

'To be effectively independent, Directors must also have the
professional time to be AlliedSignal Directors and must not be from a
single occupation. Therefore it is consistent that the following apply to
Board members:

a 3 Board membership limit (including AlliedSignal Board membership),
applies to all Board members, including the Chairman

a maximum of 25% of Board members be from any single job title such as
CEO, CFO. The 1996 AlliedSignal proxy lists 9 out of 12 Board members as
Chairman occupation.

'John Hall, Chairman and CEO of Ashland Oil Inc. and Chairman of The
Conference Board's Board of Trustees, said a well managed company wants the
Board to have a mix of skills and experience. Ashland looks for individual
strengths in areas of finance, government affairs, manufacturing,
marketing, communications and human resources.

'Hall said the skillful blend of different backgrounds and experiences
produces a synergy Ashland continues to pursue as it fills vacancies on the
Board.

'Ashland is interested in the quality of experience a candidate can
bring to the company and the commitment the individual is willing to make
to the shareholders.

'William Dimma, Chairman of the Board, Monsanto Canada Limited said
there is a need for creative tension between the Board and management.

'Dimma said we can think of companies which have become victims of
their own success. There is always a high cost of not confronting the
challenge early, thereby minimizing both the decline and the heroic
measures necessary to reverse the decline.

'Vote yes to recommend the Board of Directors take the necessary steps
to ensure Board members are independent, have the necessary time in their
professional careers to be independent and come from diverse occupations to
give them an independent viewpoint to challenge management to greater
accomplishments.'

BOARD OF DIRECTORS' RECOMMENDATION -- THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREOWNERS VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING REASONS:

The Board of Directors believes that candidates for director should be
selected based on their overall qualifications, including their experience,
character, knowledge, judgment and other attributes they will bring to the
Board's deliberations. It does not believe that a set of inflexible standards
such as those set forth by the proponent would be in the Company's best
interest.

The Board of Directors agrees that the Board should be composed primarily
of directors independent of management and is satisfied that the Company's Board
meets that standard. In fact, the only employee of the Company currently serving
as a director is the Chairman and Chief

<PAGE>

<PAGE>
Executive Officer. The Board believes its practice of limited insider
representation, which it has had for many years, is consistent with the
corporate governance practices of most major companies. In addition, none of the
Company's non-employee directors has had any transaction or relationship with
the Company that would require separate disclosure under the proxy rules of the
Securities and Exchange Commission, another indication that the directors are
indeed independent.

The Board does not agree with the proponent's suggestion that service on
more than two Boards other than the Company would somehow affect a director's
independence. The demands of board service vary from company to company and the
Board believes it would be inappropriate to impose an artificial restriction on
the number of boards on which a director may serve. While the number of other
boards served by the Company's directors varies widely, there is no indication
that this variation has in any way affected their ability to meet their
obligations as directors of the Company. On the contrary, the Company's
directors attended an average of 96% of their meetings in 1996 and no director
attended less than 90% of such meetings.

The Board believes that a diversified Board is important since it brings
different perspectives to the deliberations of the Board. However, it also
believes that the Company is well served by having Chief Executive Officers of
other major companies in different industries serving on the Board, since they
offer insights and strategic vision based on their careers and experiences
within their own companies that can benefit the Company. The Board believes that
imposing an artificial quota of 25% on any single job title could hinder the
Company's ability to recommend highly qualified individuals to serve as
directors.

The Board does not believe it would be in the Company's best interest to
adopt an inflexible standard for the selection of director candidates.
Therefore, the Board does not support this proposal.

FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST THIS PROPOSAL.

5 -- SHAREOWNER PROPOSAL REGARDING THE
ANNUAL ELECTION OF DIRECTORS
[SEC 'no-action' letter pending]

This proposal has been submitted by Mr. John Chevedden, 2215 Nelson Avenue,
No. 205, Redondo Beach, California 90278 (the owner of 442 shares of Common
Stock).

------------------------

'Resolved that the Directors and Management take the necessary steps
to have annual election of Board members, instead of waiting 3 years for
election of each Board member. This includes eliminating any by-laws that
may hinder annual elections.'

'This same resolution was approved by a stunning 42% of the vote at
the 1996 annual shareholders' meeting. In the world of corporate
governance, known for shareholders almost always voting with management,
this is a stunning acclamation by the shareholders. The 42%-yes vote is
more impressive since management spent our money to pressure and lobby 30%
of the votes to vote against this resolution last year.

<PAGE>

<PAGE>
'This resolution received 42%-vote without any lobbying or contacting
any of the large blocks of institutional shareholders that own AlliedSignal
stock.

'Additionally management made a travesty of the annual meeting by
giving assurance it was following policies that the shareholders asked
about. Management said it would take action and provide data to back its
assertions of good management. Once the meeting was over, the result was
essentially protracted excuses to do nothing and provide minuscule data.

'There are serious reasons for the AlliedSignal Board to face annual
elections. This is the primary way shareholders have to express their
concern with serious issues that affect corporate performance.

'The shareholders need to have a means to express their concern that
profit growth at AlliedSignal can be consistent with management integrity
and cultivating the continued excellent performance of its employees and
for management to lead by example.

'This is a brief example of shareholder concerns that seriously affect
AlliedSignal performance and its effort to be a Premier Company:

AlliedSignal will have increasing difficulty keeping its earnings growth
due to cash flow problems. The Wall Street Journal, July 1996; Business
Week, August 5, 1996

Mr. Bossidy we know you can cut. Now show us how to grow. Plus: Wrenching
rounds of downsizing at AlliedSignal are yielding ever smaller returns.
Fortune, August 21, 1995

Bossidy: Getting support from the troops can produce change quickly.
Harvard Business Review, March 1995

Bossidy's pay package irks the troops. Fortune, August 21, 1995

AlliedSignal targeted its older workers for layoff -- discriminated against
them because of their age. Plus: AlliedSignal had an aggressive corporate
policy to recruit new college graduates when it terminated senior
employees. Equal Employment Opportunity Commission 'DETERMINATION,' Signed:
Charles Burtner, District Director, March 24, 1995; After EEOC face-to-face
meeting with Mr. Bossidy and his Chief Lawyer

Top executives with the most layoffs got biggest raises. Bossidy ranks in
the top 4. New York Times News Service

AlliedSignal CEO benefits as workers lose their jobs. Daily Breeze,
Torrance, California

Directors, to keep Bossidy from leaving AlliedSignal, double his
salary -- up to $47 million. The Wall Street Journal, August 19, 1994

'VOTE FOR ANNUAL ELECTION OF BOARD MEMBERS TO IMPROVE CORPORATE
PERFORMANCE, BOARD ACCOUNTABILITY AND MANAGEMENT INTEGRITY'

BOARD OF DIRECTORS' RECOMMENDATION -- THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREOWNERS VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING REASONS:

The Board objects to the proponent's use of his supporting statement for
the propagation of false and misleading statements about the Company and its
management. The proponent insisted on making these statements even after the
Company described its objections to him.

<PAGE>

<PAGE>
With respect to the merits of the proposal, the Board believes that
directors elected to a classified board are no less accountable to shareowners
than they would be if all directors were elected annually, and the Board
disagrees that the annual election of all directors is necessary for shareowners
to express any concerns they may have. Since at least four directors must stand
for election each year, the shareowners have the opportunity annually to vote
against those directors as a way of expressing any dissatisfaction they may have
with the Board or management. Nor does the Board agree that the Company's
performance is affected by the timing of elections. In fact, the Company's
results have been at record levels, with earnings growth of 15% or more for five
consecutive years, and the Common Stock price and market capitalization of the
Company have more than quadrupled since mid-1991.

The Company's current system of electing directors by classes was approved
by the shareowners in 1985. Under this method, as provided in the Company's
Certificate of Incorporation and By-laws, approximately one-third of the
directors are elected annually by the shareowners. For the reasons indicated
below, it is the Board's opinion that the classified Board serves the Company
and its shareowners well.

With the classified Board, the likelihood of continuity and stability in
the Board's business strategies and policies is enhanced since generally
two-thirds of the directors at all times will have had prior experience and
familiarity with the business and affairs of the Company. This enables the
directors to build on past experience and plan for a reasonable period into the
future.

The classified Board is intended to encourage persons who may seek to
acquire control of the Company to initiate such action through negotiations with
the Board. At least two meetings of shareowners would generally be required to
replace a majority of the Board. By reducing the threat of an abrupt change in
the composition of the entire Board, classification of directors would give the
Board sufficient time to review any takeover proposal, study appropriate
alternatives and achieve the best results for all shareowners. The Board
believes that although a classified board enhances the ability to negotiate
favorable terms with a proponent of an unfriendly or unsolicited proposal, it
does not preclude takeover offers.

In addition, the shareowners should be aware that adoption of this proposal
would not in itself eliminate the classified Board. Under Delaware law, the
Board of Directors has to recommend further action by the shareowners to amend
the Certificate of Incorporation and By-laws. Under these documents, an 80% vote
of the outstanding shares entitled to vote would be required for approval.

Previous shareowner proposals to eliminate the classified Board of
Directors have been defeated by the shareowners, indicating that a majority of
the shareowners agree that a classified Board is in the best interest of
shareowners. The Board continues to believe that shareowners should oppose
efforts to eliminate the classified Board.

FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST THIS PROPOSAL.

<PAGE>

<PAGE>
ADDITIONAL INFORMATION

OTHER ACTION AT THE MEETING

The Board of Directors was not aware within a reasonable time before this
solicitation of any other matter to be presented for action at the Annual
Meeting. If any additional matters are properly presented, the shares
represented by a properly signed proxy card will be voted in accordance with the
judgment of the persons named on the proxy card.

Under the Company's By-laws, a shareowner of record entitled to vote at the
Annual Meeting who intends to make a nomination for the election of directors at
the meeting must give the Secretary of the Company written notice of such
intention in accordance with the prescribed procedure. In general, the By-law
procedure (the full provisions of which govern) requires that the notice be
received at the Company's headquarters not less than 30 nor more than 60 days
prior to the meeting and that it set forth the shareowner's name, address and
number of shares of Common Stock beneficially owned, together with information
about the candidate that would be required in a proxy statement and the
candidate's written consent to be nominated and to serve if elected. Nominations
not made in accordance with the procedure prescribed in the By-laws must be
disregarded.

COST OF SOLICITATION

The cost of solicitation will be borne by the Company. In addition to
solicitation by mail, directors, officers and other employees of the Company may
solicit proxies personally or by telephone or other means of communication. The
Company will also reimburse brokers, banks and other intermediaries holding
stock in their names or those of their nominees for their reasonable expenses in
sending proxy material to the beneficial owners of the stock and obtaining their
proxies. The Company has retained Morrow & Co., New York, New York, at an
approximate total cost of $25,000, plus out-of-pocket expenses, to assist in the
solicitation of proxies by mail, personally or by telephone or other means of
communication.

SHAREOWNER PROPOSALS FOR 1998 ANNUAL MEETING

Shareowners may submit proposals on matters appropriate for shareowner
action at the Company's annual meetings, consistent with regulations adopted by
the Securities and Exchange Commission. Proposals to be considered for inclusion
in the Proxy Statement for the 1998 Annual Meeting must be received by the
Company not later than November 17, 1997. Proposals should be directed to the
attention of the Secretary, AlliedSignal Inc., P.O. Box 4000, Morristown, New
Jersey 07962.
------------------------

Shareowners are urged to send in their proxies without delay.

By Order of the Board of Directors

PETER M. KREINDLER
Senior Vice President,
General Counsel and Secretary

March 17, 1997

<PAGE>

<PAGE>
DIRECTIONS TO COMPANY HEADQUARTERS
101 COLUMBIA ROAD, MORRIS TOWNSHIP, N.J.

[AREA MAP]

FROM RTE. 80 (EAST OR WEST) AND RTE. 287 SOUTH:
Take Rte. 80 to Rte. 287 South to Exit 37 (Rte. 24 East -- Springfield). Follow
Rte. 24 East to Exit 2A (Rte. 510 West -- Morristown), which exits onto Columbia
Road. At second traffic light, make left into AlliedSignal.

FROM RTE. 287 NORTH:
Take Rte. 287 North to Exit 37 (Rte. 24 East -- Springfield). Follow Rte. 24
East to Exit 2A (Rte. 510 West -- Morristown), which exits onto Columbia Road.
At second traffic light, make left into AlliedSignal.

FROM NEWARK INTERNATIONAL AIRPORT:
Take Rte. 78 West to Rte. 24 West (Springfield -- Morristown). Follow Rte. 24
West to Exit 2A (Rte. 510 West -- Morristown), which exits onto Columbia Road.
At second traffic light, make left into AlliedSignal.

A-1

<PAGE>

<PAGE>
[LOGO]

NOTICE OF 1997 ANNUAL MEETING
AND PROXY STATEMENT

<PAGE>

APPENDIX 1
BANK OF N.Y. PROXY CARD

P R O X Y
This Proxy is Solicited on Behalf of the Board of Directors of AlliedSignal Inc.

Annual Meeting of Shareowners

April 28, 1997

The undersigned hereby appoints LAWRENCE A. BOSSIDY and PETER M. KREINDLER as
proxies (each with power to act alone and with full power of substitution) to
vote, as designated herein, all shares the undersigned is entitled to vote at
the Annual Meeting of Shareowners of AlliedSignal Inc. to be held on April 28,
1997, and at any and all adjournments thereof. The proxies are authorized to
vote in their discretion upon such other business as may properly come before
the Meeting and any and all adjournments thereof.

Your vote for the election of Directors and the other proposals described in the
accompanying Proxy Statement may be specified on the reverse side. The nominees
for Director are: Lawrence A. Bossidy, Ann M. Fudge, Paul X. Kelley, Robert C.
Winters and Henry T. Yang.

NOTE: After signing, please insert this Proxy in the enclosed envelope so that
the address at right shows through the window.

ALLIEDSIGNAL INC.
P.O. BOX 11010
NEW YORK, N.Y. 10203-0010

IF PROPERLY SIGNED, DATED AND RETURNED, THIS PROXY WILL BE VOTED AS SPECIFIED ON
THE REVERSE SIDE OR, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED 'FOR'
THE ELECTION OF ALL NOMINEES FOR DIRECTOR, 'FOR' PROPOSALS 2 AND 3 AND 'AGAINST'
PROPOSALS 4 AND 5.
(SPECIFY CHOICES AND SIGN ON THE REVERSE SIDE)

<PAGE>

[ ]

PLEASE COMPLETE (X) IN BLUE OR BLACK INK.

A VOTE 'FOR' PROPOSALS 1, 2 AND 3 IS RECOMMENDED BY THE BOARD OF DIRECTORS:

1. Election of Directors
(L.A. Bossidy, A.M. Fudge, P.X. Kelley, R.C. Winters, H.T. Yang)

FOR all WITHHOLD AUTHORITY EXCEPTION
nominees [ ] to vote for all nominees [ ] (see instruction) [ ]

2. Amendment of Restated Certificate of Incorporation to increase authorized
shares

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. Appointment of Independent Accountants

FOR [ ] AGAINST [ ] ABSTAIN [ ]

Instruction: To withhold authority to vote for any individual nominee(s),
mark the Exception box and write the name(s) on the line below.

- --------------------------------------------------------------------------------

A vote 'AGAINST' Proposals 4 and 5 is recommended by the Board of Directors:

4. Shareowner proposal regarding director independence

FOR [ ] AGAINST [ ] ABSTAIN [ ]

5. Shareowner proposal regarding the annual election of directors

FOR [ ] AGAINST [ ] ABSTAIN [ ]

Please complete (X) if you:

Plan to attend the Have written comments
Annual Meeting [ ] on this card [ ]

PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. JOINT OWNERS SHOULD ALL SIGN.
EXECUTORS, ADMINISTRATORS, TRUSTEES AND OTHERS ACTING IN A REPRESENTATIVE
CAPACITY SHOULD INDICATE TITLE WHEN SIGNING.

Dated __________________________________, 1997

Signed _______________________________________

_______________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.

Please complete (X) if you want your vote kept confidential under
the policy described on page 1 of the Proxy Statement. [ ]

<PAGE>

<PAGE>
APPENDIX 2
SAVINGS PLAN PROXY CARD

REQUEST FOR CONFIDENTIAL INSTRUCTIONS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
PURSUANT TO THE ALLIEDSIGNAL SAVINGS PLAN (THE 'PLAN')

The undersigned hereby instructs State Street Bank and Trust Company,
Trustee under the Plan, to vote, as designated herein, all shares of Common
Stock with respect to which the undersigned is entitled to instruct the Trustee
as to voting under the Plan at the Annual Meeting of Shareowners of AlliedSignal
Inc. to be held on April 28, 1997, and at any and all adjournments thereof. The
Trustee is also authorized to vote such shares in connection with the
transaction of such other business as may properly come before the Meeting and
any and all adjournments thereof.

------------------------

Your vote for the election of Directors and the other proposals described
in the accompanying Proxy Statement may be specified on the reverse side. The
nominees for Director are: Lawrence A. Bossidy, Ann M. Fudge, Paul X. Kelley,
Robert C. Winters and Henry T. Yang.

IF THIS CARD IS PROPERLY SIGNED AND RETURNED, THE SHARES WILL BE VOTED AS
SPECIFIED HEREIN OR, IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED 'FOR' THE
ELECTION OF ALL NOMINEES FOR DIRECTOR, 'FOR' PROPOSALS 2 AND 3 AND 'AGAINST'
PROPOSALS 4 AND 5. THE TRUSTEE WILL VOTE SHARES AS TO WHICH NO INSTRUCTIONS
ARE RECEIVED IN THE SAME RATIO AS SHARES WITH RESPECT TO WHICH INSTRUCTIONS HAVE
BEEN RECEIVED FROM OTHER PARTICIPANTS IN THE PLAN.

[CONTINUE AND SIGN ON THE REVERSE SIDE]

<PAGE>

- ----------------------------------------------------------------------------------------------------------------------------------
| A vote "FOR" Proposals 1, 2 and 3 is recommended by the Board of Directors: |
- ----------------------------------------------------------------------------------------------------------------------------------
|1. Election of Directors (L.A. Bossidy, A.M. Fudge, P.X. Kelley, R.C. Winters, H.T. Yang) Instruction: To withhold authority|
| to vote for any individual |
| nominee(s), write the name(s) |
| on the line below |
|FOR all nominees WITHHOLD AUTHORITY |
|(except as noted to the right) [ ] to vote for all nominees [ ] ---------------------------------------
| |---------------------------------------------
| | A vote "AGAINST" Proposals 4 and 5 is |
|2. Amendment of Restated Certificate of Incorporation to increase authorized shares| recommended by the Board of Directors: |
| |---------------------------------------------
| |4. Shareowner proposal regarding director |
| FOR [ ] AGAINST [ ] ABSTAIN [ ] | independence |
| | |
| | FOR [ ] AGAINST [ ] ABSTAIN [ ] |
|3. Appointment of Independent Accountants | |
| |5. Shareowner proposal regarding the annual |
| | election of directors |
| FOR [ ] AGAINST [ ] ABSTAIN [ ] | |
| | FOR [ ] AGAINST [ ] ABSTAIN [ ]|
|----------------------------------------------------------------------------------- ---------------------------------------------

Please sign exactly as name appears.

Dated ____________________________, 1997

Signed ____________________________

Please sign, date and return this card promptly in the enclosed envelope.

</TABLE>

<PAGE>

<PAGE>
APPENDIX 3
THRIFT PLAN PROXY CARD

REQUEST FOR CONFIDENTIAL INSTRUCTIONS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
PURSUANT TO THE ALLIEDSIGNAL THRIFT PLAN (THE 'PLAN')

------------------------

Your vote for the election of Directors and the other proposals described
in the accompanying Proxy Statement may be specified on the reverse side. The
nominees for Director are: Lawrence A. Bossidy, Ann M. Fudge, Paul X. Kelley,
Robert C. Winters and Henry T. Yang.

IF THIS CARD IS PROPERLY SIGNED AND RETURNED, THE SHARES WILL BE VOTED AS
SPECIFIED HEREIN OR, IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED 'FOR' THE
ELECTION OF ALL NOMINEES FOR DIRECTOR, 'FOR' PROPOSALS 2 AND 3 AND 'AGAINST'
PROPOSALS 4 AND 5. THE TRUSTEE WILL VOTE SHARES AS TO WHICH NO INSTRUCTIONS ARE
RECEIVED IN THE SAME RATIO AS SHARES WITH RESPECT TO WHICH INSTRUCTIONS HAVE
BEEN RECEIVED FROM OTHER PARTICIPANTS IN THE PLAN.

[CONTINUE AND SIGN ON THE REVERSE SIDE]

<PAGE>

Please sign exactly as name appears.

Dated ____________________________, 1997

Signed ____________________________

Please sign, date and return this card promptly in the enclosed envelope.

</TABLE>

<PAGE>

<PAGE>
APPENDIX 4
TRUCK BRAKE SYSTEMS PLAN PROXY CARD

REQUEST FOR CONFIDENTIAL INSTRUCTIONS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
PURSUANT TO THE ALLIEDSIGNAL TRUCK BRAKE SYSTEMS COMPANY SAVINGS PLAN (THE
'PLAN')

------------------------

Your vote for the election of Directors and the other proposals described
in the accompanying Proxy Statement may be specified on the reverse side. The
nominees for Director are: Lawrence A. Bossidy, Ann M. Fudge, Paul X. Kelley,
Robert C. Winters and Henry T. Yang.

IF THIS CARD IS PROPERLY SIGNED AND RETURNED, THE SHARES WILL BE VOTED AS
SPECIFIED HEREIN OR, IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED 'FOR' THE
ELECTION OF ALL NOMINEES FOR DIRECTOR, 'FOR' PROPOSALS 2 AND 3 AND 'AGAINST'
PROPOSALS 4 AND 5. THE TRUSTEE WILL VOTE SHARES AS TO WHICH NO INSTRUCTIONS ARE
RECEIVED IN THE SAME RATIO AS SHARES WITH RESPECT TO WHICH INSTRUCTIONS HAVE
BEEN RECEIVED FROM OTHER PARTICIPANTS IN THE PLAN.

[CONTINUE AND SIGN ON THE REVERSE SIDE]

<PAGE>

Please sign exactly as name appears.

Dated ____________________________, 1997

Signed ____________________________

Please sign, date and return this card promptly in the enclosed envelope.

</TABLE>

<PAGE>

<PAGE>
APPENDIX 5
ASEC MANUFACTURING PLAN PROXY CARD

REQUEST FOR CONFIDENTIAL INSTRUCTIONS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIEDSIGNAL INC.
PURSUANT TO THE ASEC MANUFACTURING SAVINGS PLAN (THE 'PLAN')

------------------------

Your vote for the election of Directors and the other proposals described
in the accompanying Proxy Statement may be specified on the reverse side. The
nominees for Director are: Lawrence A. Bossidy, Ann M. Fudge, Paul X. Kelley,
Robert C. Winters and Henry T. Yang.

IF THIS CARD IS PROPERLY SIGNED AND RETURNED, THE SHARES WILL BE VOTED AS
SPECIFIED HEREIN OR, IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED 'FOR' THE
ELECTION OF ALL NOMINEES FOR DIRECTOR, 'FOR' PROPOSALS 2 AND 3 AND 'AGAINST'
PROPOSALS 4 AND 5. THE TRUSTEE WILL VOTE SHARES AS TO WHICH NO INSTRUCTIONS ARE
RECEIVED IN THE SAME RATIO AS SHARES WITH RESPECT TO WHICH INSTRUCTIONS HAVE
BEEN RECEIVED FROM OTHER PARTICIPANTS IN THE PLAN.

[CONTINUE AND SIGN ON THE REVERSE SIDE]

<PAGE>

Please sign exactly as name appears.

Dated ____________________________, 1997

Signed ____________________________

Please sign, date and return this card promptly in the enclosed envelope.

</TABLE>

<PAGE>

APPENDIX 6
SP LETTER

[LOGO]

AlliedSignal Inc.
P.O. Box 3000
Morristown, NJ 07962-2496

LARRY BOSSIDY
Chairman and
Chief Executive Officer

March 17, 1997

Dear Plan Participant:

The commitment and achievements of AlliedSignal's employees again contributed to
an outstanding year for the Company, with record net income in 1996 exceeding $1
billion for the first time. The stock price also reflected our performance,
rising 41% in 1996 after a 40% increase the previous year. In addition, the
common stock dividend was increased again this year, representing the fifth
consecutive annual increase of at least 15%. I am delighted that participants in
the savings plans are benefiting from this return on their shares, with the
average participant's Company stock fund account appreciating by $16,700 in
1996.

Enclosed is a meeting notice and proxy statement for the 1997 Annual Meeting of
Shareowners. As a plan participant, you are entitled to instruct the Trustee,
State Street Bank and Trust Company, how to vote the AlliedSignal shares
attributable to your plan account. The proxy statement includes the proposals to
be voted on, as well as the recommendations of the Board of Directors. A card
requesting your confidential voting instructions is enclosed for your use.

This is your opportunity to have the plan shares voted in accordance with your
wishes. All votes are important, and I urge you to exercise your right to vote
by completing the instruction card at your earliest convenience.

If you own AlliedSignal shares other than through the plans, you will receive a
separate proxy card for those shares. In order to vote all your shares, you
should return your plan instruction card in the enclosed envelope to the
Trustee, and return any proxy card you receive for other shares in the separate
envelope provided with that card.

I am grateful for your support as we continue to progress and move closer to
realizing our vision of becoming one of the world's premier companies.

Sincerely,

LARRY BOSSIDY

Enclosures

<PAGE>