SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 1998
AlliedSignal Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-8974 22-2640650
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
101 Columbia Road
P.O. Box 4000
Morristown, New Jersey 07962-2497
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 455-2000
Item 5. Other Events.
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On February 5, 1998, AlliedSignal Inc. (the "Company") and
J.P. Morgan Securities Inc., Goldman, Sachs & Co., and Merrill
Lynch, Pierce, Fenner & Smith Incorporated executed and delivered
an Underwriting Agreement with respect to the offer and sale of
the Company's 5-3/4% Dealer remarketable securities SM ("Drs."
SM) Due March 15, 2011. The transaction closed on February 10, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS:
The exhibits listed below relate to the
Registration Statement (No. 33-64245) on Form S-3 of the
Registrant and are filed herewith for incorporation by reference
in such Registration Statement.
Exhibit No. Description of Exhibit
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1 Underwriting Agreement dated
February 5, 1998 between the Registrant
and J.P. Morgan Securities Inc., Goldman
Sachs & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated.
4.1 Form of 5-3/4% Dealer remarketable
securities Due March 15, 2001 of the
Registrant.
4.2 Remarketing Agreement dated as
of February 10, 1998 between the
Registrant and J.P. Morgan Securities
Inc., as remarketing dealer.
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SM - "Dealer remarketable securities" and "Drs." are service
marks of J.P. Morgan Securities Inc.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
AlliedSignal Inc.
(Registrant)
Date: February 9, 1998 By: /s/ Richard F. Wallman
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Richard F. Wallman
Senior Vice President and
Chief Financial Officer