As filed with the Securities and Exchange Commission on June 23, 1998.
Registration No. 333-
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
AlliedSignal Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2640650
(State or other jurisdiction (I.R.S.Employer
of incorporation or organization) Identification Number)
P.O. Box 4000
Morristown, New Jersey 07962-2497
(Address of Principal Executive Offices) (Zip Code)
_______________________________________
AlliedSignal Thrift Plan
(Full title of the plan)
_______________________________________
PETER M. KREINDLER, ESQ.
Senior Vice President, General Counsel and Secretary
AlliedSignal Inc.
101 Columbia Road
Morris Township, New Jersey 07962-2497
(Name and address of agent for service)
(973) 455-2000
(Telephone number, including area code of agent for service)
____________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered (1) registered share (2) price (2) fee (2)
===========================================================================
Common Stock,
par value $1.00
per share(3) 925,000 shares $41.90625 $38,763,282 $11,435.17
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, as amended (the "Act"), this registration statement
also covers an indeterminate amount of interests to be offered or
sold pursuant to the the AlliedSignal Ireland Employees Share
Ownership Program.
(2) Estimated in accordance with Rule 457(h) of the Act, solely
for the purpose of calculating the registration fee based on an
assumed price of $41.90625 per share, the average of the high and
low sales prices of the Common Stock of AlliedSignal Inc. on the
New York Stock Exchange Composite Tape on June 18, 1998.
(3) The shares of common stock being registered consist of
shares to be acquired by the Trustee pursuant to the plan for the account
of participants.
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
AlliedSignal Inc. (the "Company") and the AlliedSignal Thrift
Plan (the "Plan") hereby incorporate by reference into this
Registration Statement the contents of the Form S-8 Registration
Statement filed on behalf of the Company and the Plan on June 15,
1995 (File No. 33-60261).
The Company's consolidated financial statements, incorporated
herein by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1997, and the Plan's
financial statements, incorporated herein by reference to the
Plan's Annual Report on Form 11-K for the year ended December 31,
1997, have been so incorporated in reliance on the reports of
Price Waterhouse LLP ("Price Waterhouse"), independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
With respect to the unaudited consolidated financial
information of the Company for the three month period ended March
31, 1998 incorporated herein by reference, Price Waterhouse
reported that they have applied limited procedures in accordance
with professional standards for a review of such information.
However, their separate report dated April 22, 1998, incorporated
by reference herein, states that they did not audit and they do
not express an opinion on that unaudited consolidated financial
information. Accordingly, the degree of reliance on their report
on such information should be restricted in light of the limited
nature of the review procedures applied. Price Waterhouse is not
subject to the liability provisions of Section 11 of the Act for
their report on the unaudited consolidated financial information
because that report is not a "report" or a "part" of the
registration statement prepared or certified by Price Waterhouse
within the meaning of Sections 7 and 11 of the Act.
<PAGE>
Item 8. Exhibits
Exhibit
No. Description
_____ _____________
4.1 The Company's Restated Certificate of
Incorporation (incorporated by reference to Exhibit
3(i) to the Company's Form 10-Q for the quarter ended
March 31, 1997).
4.2 The Company's By-laws, as amended
(incorporated by reference to Exhibit 3(ii) to the
Company's Form 10-Q for the quarter ended March 31,
1996).
15 Independent Accountants' Acknowledgment Letter as to
the incorporation of their report relating
to unaudited interim financial information
(filed herewith).
23 Consent of Price Waterhouse LLP (filed herewith).
24 Powers of Attorney (filed herewith).
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of
Morris, State of New Jersey, on the 19th day of June, 1998.
AlliedSignal Inc.
By: /s/ Richard F. Wallman
_________________________
Richard F. Wallman
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
____ _____ ____
*
_________________________ Director, Chairman of the
(Lawrence A. Bossidy) Board and Chief Executive
Officer
* Director
__________________________
(Hans W. Becherer)
* Director
___________________________
(Ann M. Fudge)
* Director
___________________________
(Paul X. Kelley)
* Director
____________________________
(Robert P. Luciano)
* Director
____________________________
(Robert B. Palmer)
* Director
____________________________
(Russell E. Palmer)
* Director
_____________________________
(Frederic M. Poses)
* Director
_____________________________
(Ivan G. Seidenberg)
* Director
_____________________________
(Andrew C. Sigler)
* Director
_____________________________
(John R. Stafford)
* Director
_____________________________
(Thomas P. Stafford)
* Director
_____________________________
(Robert C. Winters)
* Director
_____________________________
(Henry T. Yang)
/s/ Richard F. Wallman
_____________________________ Senior Vice President and June 19, 1998
(Richard F. Wallman) Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Peter M. Kreindler
*By: _______________________
(Peter M. Kreindler, June 19, 1998
Attorney-in-Fact)
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Morris, State of New Jersey, on
the 19th day of June, 1998.
AlliedSignal Thrift Plan
By: /s/ R. Peter Mercer
____________________________
R. Peter Mercer
Vice President, Human Resources Operations
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Page
________ _______________ _____
4.1 The Company's Restated Certificate of
Incorporation (incorporated by reference to
Exhibit 3(i) to the Company's Form 10-Q for the
quarter ended March 31, 1997).
4.2 The Company's By-laws, as amended (incorporated
by reference to Exhibit 3(ii) to the Company's
Form 10-Q for the quarter ended March 31, 1996).
15 Independent Accountants' Acknowledgment Letter as
to the incorporation of their report relating to
unaudited interim financial information (filed
herewith).
23 Consent of Price Waterhouse LLP (filed herewith).
24 Powers of Attorney (filed herewith).
<PAGE>
<EXHIBIT>
Exhibit 15
June 23, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that AlliedSignal Inc. has incorporated by
reference our report dated April 22, 1998 (issued
pursuant to the provisions of Statement on Auditing
Standards No. 71) in its Registration Statement on Form
S-8 for the AlliedSignal Thrift Plan to be filed on or
about June 23, 1998. We are also aware of our
responsibilities under the Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
<EXHIBIT/>
<PAGE>
<EXHIBIT>
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January
28, 1998, which appears on page 40 of the 1997 Annual Report to
Shareowners of AlliedSignal Inc. (the "Company"), which is
incorporated by reference in the Company's Annual Report on Form
10-K for the year ended December 31, 1997. We also consent to
the incorporation by reference in this Registration Statement of
our report dated June 12, 1998, which appears on page F-2 of the
AlliedSignal Thrift Plan's Annual Report on Form 11-K for the
year ended December 31, 1997. We also consent to the reference
to us under the heading "Incorporation Of Earlier Registration
Statement By Reference" in this Registration Statement.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Florham Park, New Jersey
June 23, 1998
<EXHIBIT/>
<PAGE>
<EXHIBIT>
Exhibit 24
POWER OF ATTORNEY
I, Lawrence A. Bossidy, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Peter M.
Kreindler, Richard F. Wallman, and Robert F. Friel, each with
power to act without the other and with power of substitution and
resubstitution, as my attorney-in-fact to sign on my behalf in my
capacity as a director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or
post-effective amendment to any registration statement heretofore
or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase
Plan of AlliedSignal Inc. and any plan which is a successor
to such plan, granting to each such attorney full power and
authority to perform every act necessary to be done as fully
as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Lawrence A. Bossidy
--------------------------------
Lawrence A. Bossidy
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Hans W. Becherer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase Plan
of AlliedSignal Inc. and any plan which is a successor to such
plan, granting to each such attorney full power and authority
to perform every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Hans W. Becherer
----------------------------
Hans W. Becherer
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Ann M. Fudge, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Peter M. Kreindler, Richard F. Wallman, and Robert F. Friel, each
with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of
AlliedSignal Inc. and any plan which is a successor to such plan,
granting to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Ann M. Fudge
-------------------------
Ann M. Fudge
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Paul X. Kelley, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of
AlliedSignal Inc. and any plan which is a successor to such plan,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Paul X. Kelley
---------------------------
Paul X. Kelley
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Robert P. Luciano, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase Plan
of AlliedSignal Inc. and any plan which is a successor to such plan,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Robert P. Luciano
-----------------------------
Robert P. Luciano
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Robert B. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of
AlliedSignal Inc. and any plan which is a successor to such plan,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Robert B. Palmer
-----------------------------
Robert B. Palmer
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Russell E. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for
the registration of shares of the Company's Common Stock to
be offered under the Dividend Reinvestment and Share Purchase
Plan of AlliedSignal Inc. and any plan which is a successor
to such plan, granting to each such attorney full power and
authority to perform every act necessary to be done as fully
as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Russell E. Palmer
-----------------------------
Russell E. Palmer
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Frederic M. Poses, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase Plan of
AlliedSignal Inc. and any plan which is a successor to such plan,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Frederic M. Poses
--------------------------------
Frederic M. Poses
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Ivan G. Seidenberg, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of
AlliedSignal Inc. and any plan which is a successor to such plan,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Ivan G. Seidenberg
------------------------------
Ivan G. Seidenberg
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Andrew C. Sigler, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase Plan of
AlliedSignal Inc. and any plan which is a successor to such plan,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Andrew C. Sigler
-----------------------------
Andrew C. Sigler
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, John R. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase Plan of
AlliedSignal Inc. and any plan which is a successor to such plan,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ John R. Stafford
------------------------------
John R. Stafford
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Thomas P. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment and Share Purchase Plan
of AlliedSignal Inc. and any plan which is a successor to such plan,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Thomas P. Stafford
-------------------------------
Thomas P. Stafford
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Robert C. Winters, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of
AlliedSignal Inc. and any plan which is a successor to such plan,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Robert C. Winters
------------------------------
Robert C. Winters
Dated: April 27, 1998
<PAGE>
POWER OF ATTORNEY
I, Henry T. Yang, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, Peter M. Kreindler, Richard F. Wallman, and Robert F.
Friel, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign
on my behalf in my capacity as a director of the Company one or
more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (or
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the ASEC
Manufacturing Savings Plan, the AlliedSignal Truck and Brake
Systems Company Savings Plan, the AlliedSignal Ltd. UK Share
Purchase Plan, the AlliedSignal Ireland Employees Share Ownership
Program, the Employee Stock Purchase Plan of AlliedSignal Inc.,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.,
the 1993 Stock Plan for Employees of AlliedSignal Inc. and its
Affiliates, the 1985 Stock Plan for Employees of AlliedSignal
Inc. and its Subsidiaries, and any plan which is a successor to
such plans or is a validly authorized plan pursuant to which
securities of the Corporation are issued to employees, and
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be offered
under the Dividend Reinvestment and Share Purchase Plan of
AlliedSignal Inc. and any plan which is a successor to such plan,
granting to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of
attorneys-in-fact to sign the above-described documents.
/s/ Henry T. Yang
--------------------------
Henry T. Yang
Dated: April 27, 1998
<PAGE>
AlliedSignal Inc.
101 Columbia Road
Morristown, New Jersey 07962
June 23, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: AlliedSignal Inc.
Registration Statement on Form S-8
-----------------------------------
Ladies and Gentlemen:
On behalf of AlliedSignal Inc. (the "Company"), transmitted
herewith via EDGAR pursuant to the Securities Act of 1933 is a
registration statement on Form S-8 with respect to 925,000 shares
of the Company's Common Stock which may be offered under the
AlliedSignal Thrift Plan.
The filing fee of $11,435.17 has been wired to the
Commission's account at Mellon Bank.
If you have any questions or comments regarding the
Registration Statement, please call me at 973-455-2945.
Very truly yours,
/s/ J. Edward Smith
____________________
J. Edward Smith
Senior Counsel
Corporate and Finance
