As filed with the Securities and Exchange Commission on November 25, 2002.

                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          HONEYWELL INTERNATIONAL 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)

                                101 Columbia Road
                                  P.O. Box 4000
                        Morristown, New Jersey 07962-2497
                                 (973) 455-2000
(Address, Including Zip Code, and Telephone Number, of Registrant's Principal
                             Executive Offices)

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

                             THOMAS F. LARKINS, ESQ.
         Vice President, Corporate Secretary and Deputy General Counsel
                          Honeywell International Inc.
                                101 Columbia Road
                     Morris Township, New Jersey 07962-2497
                                 (973) 455-2000
        (Name, Address, Including Zip Code, and Telephone Number of Agent
                                  for Service)

                   ------------------------------------------
                                 WITH A COPY TO:
                            ROBERT M. CHILSTROM, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                                 4 Times Square
                          New York, New York 10036-6522
                                 (212) 735-3000
                   ------------------------------------------

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

         IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [ ]

         IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]

         IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX
AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]

         IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE
462(c) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES
ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION
STATEMENT FOR THE SAME OFFERING. [ ]

         IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE
434, PLEASE CHECK THE FOLLOWING BOX. [ ]

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

                         CALCULATION OF REGISTRATION FEE

                                     Proposed
Title of each class                   maximum      Proposed
      of                             offering       maximum
   securities                          price       aggregate       Amount of
     to be           Amount to be       per         offering     registration
   registered        registered(1)    share(1)      price(1)          fee
   ----------        -------------  -----------  --------------  -------------
                                                    
  Common Stock,        45,000,000     $24.20     $1,089,000,000   $100,188.00
  par value              shares
  $1.00 per share

(1) Estimated in accordance with Rule 457(c) of the Securities Act of 1933
    solely for the purpose of calculating the registration fee based upon an
    assumed price of $24.20, the average of the high and low sales prices of the
    Common Stock of Honeywell International Inc. on the New York Stock Exchange
    Composite Tape on November 21, 2002.

         Pursuant to Rule 416 under the Securities Act of 1933, to the extent
additional shares of Honeywell common stock may be issued or issuable as a
result of a stock split or other distribution declared at any time by the
Board of Directors while this registration statement is in effect, this
registration statement is hereby deemed to cover all of such additional common
stock.

         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

                                       2

The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

                 Subject to completion, dated November 25, 2002

PROSPECTUS

                                [Honeywell Logo]

                          HONEYWELL INTERNATIONAL INC.
                                101 COLUMBIA ROAD
                          MORRISTOWN, NEW JERSEY 07962
                                 (973) 455-2000

                        45,000,000 SHARES OF COMMON STOCK
                                ($1.00 PAR VALUE)

YOU SHOULD READ THIS PROSPECTUS CAREFULLY BEFORE YOU INVEST

         This prospectus relates to the resale, from time to time, by the
Honeywell International Inc. Master Retirement Trust, of up to an aggregate of
$45,000,000 shares of common stock, $1.00 par value, of Honeywell International
Inc. To improve the funded status of our trust, we contributed $100,000,000 in
cash in the quarter ended September 30, 2002. We have been authorized by our
Board of Directors to make voluntary contributions of up to an additional
$900,000,000 of Honeywell common stock and cash to the trust. We presently
anticipate that a substantial portion of any such contributions would consist
of Honeywell common stock. With respect to the 45,000,000 shares registered
in this registration statement, 42,896,000 of those shares may be contributed by
Honeywell to the trust, from time to time, in one or more private transactions,
and 2,104,000 of those shares were purchased by the trust in the open market
from September 21, 2001 through November 12, 2001. The shares of common stock
will be held by the trustee of the trust, The Northern Trust Company and sold
upon instructions from an independent, third party investment fiduciary. The
investment fiduciary will be chosen by the Retirement Plans Committee of the
Honeywell Board of Directors, and appointed by Honeywell, to instruct the
trustee. The investment fiduciary will determine the time and manner of sale
of the shares. See "Selling Shareholder" and "Plan of Distribution". Honeywell
will receive none of the proceeds from the sale of the shares by the trust.

         See "Risk Factors" beginning on page 6 to read about the risks you
should consider before buying our common stock.

         The shares may be sold from time through public or private transactions
on or off the United States exchanges on which our common stock is traded, and
at prevailing market prices or other prices negotiated by the trustee, all as
more fully described under "Plan of Distribution".

         Our common stock is listed, and application will be made to list the
shares offered hereby, on the New York Stock Exchange, Chicago Stock Exchange,
Pacific Exchange and London Stock Exchange.

         You should rely only on the information contained in this prospectus.
We have not, and no dealer or salesman has, authorized any other person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and no dealer
or salesman is, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted.

         You should assume that the information appearing in this prospectus is
accurate only as of the date on the front cover of this prospectus. Our
business, financial condition, results of operations and prospects may have
changed since that date.

                                    --------

         Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                                    --------

                  The date of this prospectus is November 25, 2002.

                                       3

                              AVAILABLE INFORMATION

         We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference room located at 450 Fifth Street, N.W., Room 1024,
Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our SEC filings are also available to
the public at the SEC's web site at http://www.sec.gov. You may also inspect
reports, proxy statements and other information about Honeywell at the offices
of the New York Stock Exchange Inc., 20 Broad Street, New York, NY 10005; the
Chicago Stock Exchange, One Financial Place, 440 South LaSalle Street, Chicago,
IL 60605; the Pacific Exchange, 115 Sansome Street, San Francisco, CA 94104; and
the London Stock Exchange, Old Broad Street, London, EC2N 1HP. The SEC allows us
to "incorporate by reference" into this prospectus the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be a part of this prospectus, and information filed with the SEC after the
date of this prospectus will update and supersede information on file with the
SEC as of the date of this prospectus. We incorporate by reference:

- ----------------------------------------------------------------------------------------------------------------
HONEYWELL'S SEC FILINGS (FILE NO. 1-8974)                            DESCRIPTION, PERIOD OR DATE
- ----------------------------------------------------------------------------------------------------------------
                                                               
- ----------------------------------------------------------------------------------------------------------------
Annual Report on Form 10-K                                           Year ended December 31, 2001
- ----------------------------------------------------------------------------------------------------------------
Registration Statement on Form 8-B                                   Filed on August 16, 1985, containing a
                                                                     description of our common stock
- ----------------------------------------------------------------------------------------------------------------
Quarterly Report on 10-Q                                             Quarter ended March 31, 2002
- ----------------------------------------------------------------------------------------------------------------
Quarterly Report on 10-Q                                             Quarter ended June 30, 2002
- ----------------------------------------------------------------------------------------------------------------
Quarterly Report on 10-Q                                             Quarter ended September 30, 2002
- ----------------------------------------------------------------------------------------------------------------
Current Reports on Form 8-K                                          Filed on February 19, March 4, May 14, and
                                                                     August 7, 2002
- ----------------------------------------------------------------------------------------------------------------
Definitive Proxy Statement on Schedule 14A                           Filed on June 14, 2002
- ----------------------------------------------------------------------------------------------------------------

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         We incorporate by reference additional documents that we may file with
the SEC after the date of this prospectus. These documents include periodic
reports, which may include Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

         We encourage you to read our periodic and current reports. Not only
do we think these items are interesting reading, we think these reports
provide additional information about our company which prudent investors
find important.

         You can obtain any of the documents incorporated by reference in this
prospectus through us, or from the SEC through the SEC's web site at the
address provided above. Documents incorporated by reference are available
from us without charge, excluding any exhibits to those documents unless
the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference in
this prospectus free of charge by requesting them in writing or by
telephone from us at the following address and telephone number:

                          Honeywell International Inc.
                          101 Columbia Road P.O. Box 2245
                          Morris Township, NJ 07962-2245
                          Attention: Corporate Publications
                          Telephone No.: (973) 455-5402

                                       4

                                  RISK FACTORS

         About 40% of our sales are to aerospace customers. A downturn in the
aerospace industry could negatively affect our sales and results of operations.

         We continually monitor the creditworthiness of our customers to which
we grant credit terms in the normal course of business. While concentrations of
credit risk associated with our trade accounts and notes receivable are
considered minimal due to our diverse customer base on a corporate-wide level,
approximately 40% of our sales are in the aerospace industry, and approximately
19% of our sales are to commercial aviation customers (aircraft manufacturers
and airlines). A downturn in the aviation industry, such as that which occurred
after the terrorist attacks on September 11, 2001, has negatively affected our
sales and results of operations.

         About 40% of our sales in fiscal year 2001 were outside the United
States. Conducting business abroad subjects us to actions of foreign
governments. When the U.S. dollar strengthens in relation to the foreign
currencies of the countries where we sell our products, our
dollar-denominated sales and reported income decrease.

         Approximately 40% of our sales in fiscal year 2001 were derived from
sales in non-U.S. markets. We expect sales from non-U.S. markets to continue to
represent a significant portion of our total sales. Our non-U.S. operations are
subject to risks inherent in conducting business abroad, including:

           o   price and currency exchange controls;

           o   fluctuations in the relative values of currencies;

           o   restrictive governmental actions; and

           o   difficulties in managing a global enterprise.

Changes in the relative values of currencies occur from time to time and may, in
some instances, have a significant effect on our results of operations. Our
financial statements reflect recalculations of items denominated in non-U.S.
currencies to U.S. dollars, our functional currency. While we monitor our
exchange rate exposure and attempt to reduce this exposure by hedging through
forward contracts, we cannot assure that these risks will not adversely affect
our liquidity and results of operations in the future.

         Our operations depend on production facilities throughout the world.
Those production facilities are subject to physical and other risks that could
disrupt production.

         Our production facilities could be damaged or disrupted by a natural
disaster, labor strike, war, political unrest or terrorist activity. Although we
have obtained property damage and business interruption insurance, a major
catastrophe such as an earthquake or other natural disaster at any of our sites,
or significant labor strikes, work stoppages, political unrest, war, or
terrorist activities in any of the areas where we conduct operations, could
result in a prolonged interruption of business. Any disruption resulting from
these events could cause significant delays in shipments of products and the
loss of sales and customers. It cannot be assured that insurance proceeds would
adequately compensate us for any of these events.

                                       5

         We engage in a significant number of acquisitions. These transactions
require significant resources, and the businesses and technologies we acquire
may not yield the results we anticipate.

         We are a company that, from time to time, achieves significant growth
through the acquisition of other companies, businesses and/or technologies. In
the past several years, we have made various acquisitions and entered into joint
venture arrangements intended to complement or expand our business, and are
likely to continue to do so in the future. The success of these transactions
will depend on our ability to integrate assets and personnel from these
transactions and to cooperate with our joint venture partners. We may encounter
difficulties in integrating acquired assets with our operations, and in managing
joint ventures. Furthermore, we may not realize the benefits we anticipate when
we first enter into a transaction. Lastly, the negotiation of potential
acquisitions or joint ventures, as well as the integration of an acquired
business, product or technology, could require us to incur significant costs,
and could cause diversion of management's time and resources. Any of the
foregoing could adversely effect our business and results of operations.

         We are subject to litigation that could result in significant
expenditures.

         We are subject to a number of lawsuits arising out of the conduct of
our business, relating to environmental, commercial, shareowner, asbestos and
other matters, some of which involve substantial amounts. We cannot assure that
litigation on any such matter would not result in significant expenditures.

                                    HONEYWELL

         Honeywell is a diversified technology and manufacturing company,
serving customers worldwide with aerospace products and services, control
technologies for buildings, homes and industry, automotive products, specialty
chemicals, fibers, plastics and electronic and advanced materials. Honeywell was
incorporated in Delaware in 1985. Our principal executive offices are located at
101 Columbia Road, Morristown, New Jersey, and our telephone number is (973)
455-2000.

                                 USE OF PROCEEDS

         The shares being offered hereby are for the account of the trust.
Accordingly, we will not receive any proceeds from the sale of the shares
offered hereby.

                             THE SELLING SHAREHOLDER

         This prospectus covers the resale of shares of our common stock,
42,896,000 shares of which may be contributed to the Honeywell International
Inc. Master Retirement Trust, from time to time and 2,104,000 shares of which
were purchased by the trust in the open market from September 21, 2001 through
November 12, 2001. To improve the funded status of our trust, we contributed
$100,000,000 in cash in the quarter ended September 30, 2002. We have been
authorized by our Board of Directors to make voluntary contributions of up
to an additional $900,000,000 of Honeywell common stock and cash to the trust.
We presently anticipate that a substantial portion of any such contributions
would consist of Honeywell common stock. The trust is a tax-qualified trust
which holds the assets for most of our defined benefit pension plans. We make
contributions to the trust from time to time in amounts that are not less than
the minimum amount required under, or more than the maximum deductible amount
permitted by, Section 412 of the Internal Revenue Code.

         The shares are held in the custody of The Northern Trust Company,
50 South LaSalle Street, Chicago, IL 60675, as the trustee for the trust.
Honeywell currently has on-going banking relationships with Northern Trust in
the ordinary course of business and expects to continue to have similar
relationships in the future. The shares will be held in a separate investment
account at Northern Trust. An independent, third party investment fiduciary
will be appointed by Honeywell to instruct Northern Trust as to any disposition
of the shares. The investment fiduciary will have sole authority to manage
the shares, subject to general investment criteria established with Honeywell,
and the sole power to vote and to dispose of the shares.

                                       6

         In addition to the shares offered by this prospectus, as of October 31,
2002, the trust owned 194,700 shares of Honeywell common stock managed
externally by various investment advisers. The shares offered by this prospectus
and the 194,700 shares managed externally by investment advisers for the trust
are the only shares of our common stock owned by the trust.

                              PLAN OF DISTRIBUTION

         The trust may sell all or a portion of the shares offered hereby either
(1) on the markets in which our common stock is traded or (2) through
underwriters or in privately negotiated transactions.

         Market sales may be effected from time to time in one or more
transactions (which may involve block transactions):

o   on any of the U.S. securities exchanges on which our common stock is listed,
    including the New York Stock Exchange, in transactions that may include
    special offerings, exchange distributions pursuant to and in accordance with
    the rules of such exchanges,

o   in the over-the-counter market,

o   in transactions otherwise than on such exchanges or in the over-the-counter
    market or

o   in a combination of any such transactions.

Such transactions may be effected by the trust at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

        The trust may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts or commissions from the trust and may receive commissions from the
purchasers of shares for whom they may act as agent.

         In the case of an underwritten offering, a prospectus supplement with
respect to an offering of shares will set forth the terms of the offering of the
shares, including the name or names of the underwriters, the purchase price and
the proceeds to the trust from such sale, any underwriting discounts and other
items constituting underwriters' compensation, the public offering price and any
discounts or concessions allowed or reallowed or paid to dealers. The shares
will be acquired by the underwriters for their own account and may be sold from
time to time in one or more transactions at a fixed public offering price
determined at the time of sale. Unless otherwise set forth in the prospectus
supplement, the obligations of the underwriters to purchase shares will be
subject to conditions precedent and the underwriters will be obligated to
purchase all the shares if any are purchased. The public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time. Underwriters may be entitled under agreements entered into
with the trustee to indemnification against civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the underwriters may be required to make in respect thereof.
Underwriters may be customers of, engage in transactions with, or perform
services for, us in the ordinary course of business.

                                       7

                           DESCRIPTION OF COMMON STOCK

GENERAL

As of the date of this prospectus, we are authorized to issue up to
2,000,000,000 shares of common stock. As of December 31, 2001,we had
approximately 957.6 million shares of common stock issued (including
approximately 142.6 million shares held in treasury) and had reserved
approximately 87.3 million shares of common stock for issuance under various
employee or director incentive compensation and option plans. American Stock
Transfer & Trust Company is the transfer agent and registrar for our common
stock. Shares of our common stock are listed on the New York, Chicago Pacific
and London stock exchanges, under the symbol "HON". The following summary is not
complete. You should refer to the applicable provision of Honeywell's charter
and by-laws and to Delaware corporate law for a complete statement of the terms
and rights of our common stock.

DIVIDENDS

Holders of common stock are entitled to receive dividends when, as and if
declared by the board of directors, out of funds legally available for their
payment, subject to the rights of holders of any preferred stock outstanding.

VOTING RIGHTS

Each holder of common stock is entitled to one vote per share. Subject to any
rights of the holders of any series of preferred stock pursuant to applicable
law or the provision of the certificate of designations creating that series,
all voting rights are vested in the holders of shares of common stock. Holders
of shares of common stock have noncumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of directors can
elect 100% of the directors, and the holders of the remaining shares voting for
the election of directors will not be able to elect any directors.

RIGHTS UPON LIQUIDATION

In the event of Honeywell's voluntary or involuntary liquidation, dissolution or
winding up, the holders of common stock will be entitled to share equally in any
of our assets available for distribution after the payment in full of all debts
and distributions and after the holders of any series of outstanding preferred
stock have received their liquidation preferences in full.

                                       8

OTHER RIGHTS

The issued and outstanding shares of common stock are fully paid and
nonassessable. Holders of shares of common stock are not entitled to preemptive
rights. Shares of common stock are not convertible into shares of any other
class of capital stock. If we merge or consolidate with or into another company
and as a result our common stock is converted into or exchangeable for shares of
stock, other securities or property (including cash), all holders of common
stock will be entitled to receive the same kind and amount of consideration per
share of common stock.

POSSIBLE ANTI-TAKEOVER PROVISIONS

Honeywell's charter and by-laws provide:

o   for a classified board of directors that is divided into three classes as
    nearly equal in number as is possible, with the term of one class expiring
    at the annual meeting in each year;

o   that the board of directors may establish the number of seats on the board,
    subject to the right of preferred stockholders to elect directors in
    certain circumstances and shareowners' rights to set the number of seats
    upon the vote of holders of 80% of the outstanding shares of common
    stock;

o   that vacancies on the board of directors other than at the annual meeting
    are filled by a vote of the remaining directors;

o   that special meetings of shareowners generally may be called only by the
    chief executive officer or by a majority of the authorized number of
    directors;

o   that action may be taken by shareowners only at annual or special meetings
    and not by written consent;

o   that advance notice must be given to Honeywell for a shareowner to nominate
    directors for election at a shareowner meeting;

o   that the following actions require approval by holders of 80% of the
    outstanding shares entitled to vote: the removal for cause of directors at
    other than the expiration of their terms; and the amendment or repeal of
    Honeywell's charter and/or by-law provisions relating to the classified
    board of directors, the number of seats on the board of directors, the
    filling of board vacancies, removal of directors for cause, calling of
    special meetings of shareowners, prohibition of shareowner action by written
    consent and amendment or repeal of provisions requiring an 80% vote of
    shareowners.

Any of these provisions could delay, deter or prevent a tender offer for or
attempted takeover of Honeywell.

         Our charter permits us to issue up to 40,000,000 shares of preferred
stock with terms which may be set by our board of directors or a committee of
the board. That preferred stock could have terms that could delay, deter or
prevent a tender offer or takeover attempt of Honeywell.

                                       9

         Under Delaware law, an acquirer of 15% or more of our shares of voting
stock must wait three years before a business combination with us unless one of
the following exceptions is available:

o   approval by our board of directors prior to the time the acquirer became a
    15% shareowner of Honeywell;

o   acquisition of at least 85% of Honeywell's voting stock in the transaction
    in which the acquirer became a 15% shareowner of Honeywell; or

o   approval of the business combination by our board of directors and
    two-thirds of our disinterested shareowners.

                                 LEGAL OPINIONS

         The validity of the shares offered hereby will be passed upon for us
by Gail E. Lehman, Assistant General Counsel, Securities and Finance, of
Honeywell. As of October 31, 2002, Ms. Lehman beneficially owned 1,984.19
shares of Honeywell common stock, and had 22,460 options to acquire additional
shares of Honeywell common stock granted under option plans of Honeywell.

                                     EXPERTS

         The consolidated financial statements of Honeywell incorporated in this
prospectus by reference to our Annual Report on Form 10-K for the year ended
December 31, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                             INDEPENDENT ACCOUNTANTS

         With respect to the unaudited financial information of Honeywell
International Inc. for the three-month periods ended March 31, 2002 and 2001,
the three and six-month periods ended June 30, 2002 and 2001, and the three
and nine-month periods ended September 30, 2002 and 2001, incorporated by
reference in this prospectus, PricewaterhouseCoopers LLP reported that they
have applied limited procedures in accordance with professional standards
for a review of such information. However, their separate reports dated
May 7, 2002, August 7, 2002, and November 13, 2002, incorporated by reference
herein, state that they did not audit and they do not express an opinion on
that unaudited financial information. Accordingly, the degree of reliance on
their reports with respect to such information should be restricted in light
of the limited nature of the review procedures applied. PricewaterhouseCoopers
LLP is not subject to the liability provisions of Section 11 of the Securities
Act of 1933 for their reports on the unaudited financial information because
those reports are not a "report" or a "part" of the registration statement
prepared or certified by PricewaterhouseCoopers LLP within the meaning of
Sections 7 and 11 of the Act.

                                       10

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

                                                                          
Securities and Exchange Commission Registration Fee...........................  $100,188.00
Printing......................................................................    20,000.00*
Legal Fees and Expenses.......................................................    30,000.00*
Accountants' Fees and Expenses................................................    10,000.00*
Trustees' Fees and Expenses...................................................    15,000.00*
Rating Agency Fees............................................................    90,000.00*
Miscellaneous Expenses........................................................     5,000.00*

         Total ...............................................................  $270,188.00*

- ----------------
*Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (DGCL) provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement in connection with specified actions, suits,
proceedings whether civil, criminal, administrative, or investigative (other
than action by or in the right of the corporation -- a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, shareowner vote, agreement, or otherwise. Section
102(b)(7) of the DGCL permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable
to the corporation or its shareowners for monetary damages for breach of
fiduciary duty as a director, except for liability for (i) any breach of the
director's duly of loyalty to the corporation or its shareowners, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit. Under Article ELEVENTH of Honeywell's
Restated Certificate of Incorporation, each person who is or was a director or
officer of Honeywell, and each director or officer of Honeywell who serves or
served any other enterprise or organization at the request of Honeywell, shall
be indemnified by Honeywell to the full extent permitted by the DGCL. Under the
DGCL, to the extent that such a person is successful on the merits or otherwise
in defense of a suit or proceeding brought against such person by reason of the
fact that such person is or was a director or officer of Honeywell, or serves or
served any other enterprise or organization at the request of Honeywell, such
person shall be indemnified against expenses

                                      II-1

(including attorneys' fees) actually and reasonably incurred in connection with
such action. If unsuccessful in defense of a third-party civil suit or a
criminal suit, or if such a suit is settled, such a person shall be indemnified
under such law against both (1) expenses (including attorneys' fees) and (2)
judgments, fines and amounts paid in settlement if such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of Honeywell, and with respect to any criminal action,
had no reasonable cause to believe such person's conduct was unlawful. If
unsuccessful in defense of a suit brought by or in the right of Honeywell, or if
such suit is settled, such a person shall be indemnified under such law only
against expenses (including attorneys' fees) actually and reasonably incurred in
the defense or settlement of such suit if such person acted in good faith and in
a manner such person reasonably believed to be in, or not opposed to, the best
interests of Honeywell except that if such a person is adjudged to be liable in
such suit to Honeywell, such person cannot be made whole even for expenses
unless the court determines that such person is fairly and reasonably entitled
to indemnity for such expenses. In addition, Honeywell maintains directors' and
officers' reimbursement and liability insurance pursuant to standard form
policies. The risks covered by such policies include certain liabilities under
the securities laws.

ITEM 16. EXHIBITS.

Exhibit No.                         Description
            
3.1             Honeywell's Restated Certificate of Incorporation
                (incorporated by reference to Exhibit 3(i) to our
                Form 8-K filed December 3, 1999).

3.2             Honeywell's By-laws, as amended (incorporated
                by reference to Exhibit 3 (ii) to our Form 10-Q for
                the quarter ended September 30, 2001).

5.1             Opinion of Gail E. Lehman, Esq., with respect to the
                validity of the common stock being registered hereby
                (filed herewith).

15              Independent Accountants Acknowledgement Letter as to the
                incorporation of their reports relating to unaudited
                interim financial information (filed herewith).

23.1            Consent of PricewaterhouseCoopers LLP (filed herewith).

24              Powers of Attorney (filed herewith).

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the

                                      II-2

         information set forth in the registration statement. and

               (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(b) under the Act shall be deemed to be part of this registration statement
as of the time it was declared effective.

         (5) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by

                                      II-3

controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 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 25th day of
November, 2002.

                                            HONEYWELL INTERNATIONAL 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
- -----                                   -----                        ----
                                                         
          *                    Chairman of the Board and
- ---------------------------    Chief Executive Officer
     David M. Cote

          *                    Director
- ---------------------------
     Hans W. Becherer

          *                    Director
- ---------------------------
     Gordon M. Bethune

          *                    Director
- ---------------------------
     Marshall N. Carter

          *                    Director
- ---------------------------
     Jaime Chico Pardo

          *                    Director
- ---------------------------
     Ann M. Fudge

          *                    Director
- ---------------------------
     James J. Howard

          *                    Director
- ---------------------------
     Bruce Karatz

          *                    Director
- ---------------------------
     Robert P. Luciano

                                      II-5

                                                         
          *                    Director
- ---------------------------
     Russell E. Palmer

          *                    Director
- ---------------------------
     Ivan G. Seidenberg

          *                    Director
- ---------------------------
     John R. Stafford

          *                    Director
- ---------------------------
     Michael W. Wright

/s/ Richard F. Wallman        Senior Vice President and        November 25, 2002
- ---------------------------   Chief Financial Officer
    Richard F. Wallman        (Principal Financial Officer)

/s/  John J. Tus              Vice President and Controller    November 25, 2002
- ---------------------------   (Chief Accounting Officer)
     John J. Tus

By: /s/Peter M. Kreindler                                      November 25, 2002
    -----------------------
       Peter M. Kreindler,
       Attorney-in-Fact

                                      II-6

                                  EXHIBIT INDEX

Exhibit No.                         Description
- -----------                         -----------
                 
3.1                 Honeywell's Restated Certificate of Incorporation
                    incorporated by reference to Exhibit 3(i)
                    to our Form 8-K filed December 3, 1999).

3.2                 Honeywell's By-laws, as amended (incorporate by
                    reference to Exhibit 3 (ii) to our Form 10-Q for
                    the quarter ended September 30, 2001).

5.1                 Opinion of Gail E. Lehman, Esq., with respect to
                    the validity of the common stock being registered hereby
                    (filed herewith).

15                  Independent Accountants Acknowledgement Letter as to the
                    incorporation of their reports relating to unaudited
                    interim financial information (filed herewith).

23.1                Consent of PricewaterhouseCoopers LLP (filed herewith).

24                  Powers of Attorney (filed herewith).

                                                                     EXHIBIT 5.1

                                    Honeywell
                                  P.O. Box 1057
                            Morristown, NJ 07962-1057

November 25, 2002

Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962

Ladies and Gentlemen:

I am Assistant General Counsel, Securities and Finance, of Honeywell
International Inc., a Delaware corporation (the "Company"). This  opinion is
being rendered in connection with the issuance and sale from time to time in
accordance with Rule 415 under the Securities Act of 1933 of up to an aggregate
of 45,000,000 shares of common stock, par value $1.00 per share ("Common Stock")
pursuant to a Registration Statement on Form S-3 (the "Registration Statement").

As counsel for the Company, I have examined such documents, including the
Registration Statement, the restated certificate of incorporation and by-laws of
the Company and certain resolutions of the Board of Directors of the Company
(the "Board") relating to the issuance of Common Stock (the "Resolutions"). I
have also reviewed such questions of law as I have considered necessary and
appropriate for the purposes of the opinions set forth below.

Based on the foregoing, I am of the opinion that:

       (1) the Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Delaware;

       (2) with respect to the shares of Common Stock to be contributed by the
Company to the Honeywell International Inc. Master Retirement Trust, the Board
has taken all necessary corporate action to approve the issuance of the shares
of Common Stock and, when issued as provided in the Registration Statement, the
shares of Common Stock will be duly authorized, validly issued, fully paid and
nonassessable; and

       (3) the 2,104,000 shares of Common Stock currently held by the Honeywell
International Inc. Master Retirement Trust have been duly authorized, validly
issued, fully paid and are nonassessable.

My opinion expressed above is limited to the laws of the State of New Jersey,
the Delaware General Corporation Law and the federal laws of the United States
of America, and I express no opinion as to the laws of any other jurisdiction.

I hereby consent to the inclusion of this opinion letter as an exhibit to the
Registration Statement and the reference to me under the caption "Legal
Opinions". In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933.

Very truly yours,

/s/ Gail E. Lehman

                                                                      EXHIBIT 15

November 22, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We are aware that our reports dated May 7, 2002, August 7, 2002 and November 13,
2002 on our reviews of interim financial information of Honeywell International
Inc. for the three month periods ended March 31, 2002 and 2001, the three and
six-month periods ended June 30, 2002 and 2001 and the three and nine-month
periods ended September 30, 2002 and 2001, and included in the Company's
quarterly report on Form 10-Q for the quarters then ended are incorporated by
reference in its Registration Statement dated November 25, 2002.

Yours very truly,

PricewaterhouseCoopers LLP

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 7, 2002 relating to the
financial statements and financial statement schedule, which appears in
Honeywell International Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2001. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.

PricewaterhouseCoopers LLP

Florham Park, New Jersey
November 22, 2002

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

         I, David M. Cote, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                 /s/ David M. Cote
                                                 --------------------
                                                 David M. Cote

Dated: February 19, 2002

                                POWER OF ATTORNEY

         I, Hans W. Becherer, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                 /s/ Hans W. Becherer
                                                 ----------------------
                                                 Hans W. Becherer

Dated: February 8, 2002

                                POWER OF ATTORNEY

         I, Gordon M. Bethune, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                /s/ Gordon M. Bethune
                                                -----------------------
                                                Gordon M. Bethune

Dated: February 8, 2002

                                POWER OF ATTORNEY

         I, Marshall N. Carter, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                /s/ Marshall N. Carter
                                                ------------------------
                                                Marshall N. Carter

Dated: February 8, 2002

                                POWER OF ATTORNEY

         I, Ann M. Fudge, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                 /s/ Ann M. Fudge
                                                 ------------------
                                                 Ann M. Fudge

Dated: February 8, 2002

                                POWER OF ATTORNEY

         I, James J. Howard, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                 /s/ James J. Howard
                                                 ------------------------
                                                 James J. Howard

Dated: February 8, 2002

                                POWER OF ATTORNEY

         I, Bruce Karatz, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter M.
Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                 /s/ Bruce Karatz
                                                 -------------------
                                                 Bruce Karatz

Dated: February 8, 2002

                                POWER OF ATTORNEY

         I, Robert P. Luciano, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                 /s/ Robert P. Luciano
                                                 -----------------------
                                                 Robert P. Luciano

Dated: February 8, 2002

                                POWER OF ATTORNEY

         I, Russell E. Palmer, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                 /s/ Russell E. Palmer
                                                 ------------------------
                                                 Russell E. Palmer

Dated: February 8, 2002

                                POWER OF ATTORNEY

         I, Jaime Chico Pardo, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                 /s/ Jaime Chico Pardo
                                                 -----------------------
                                                 Jaime Chico Pardo

Dated: February 8, 2002

                                POWER OF ATTORNEY

         I, Ivan G. Seidenberg, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                 /s/ Ivan G. Seidenberg
                                                 -------------------------
                                                 Ivan G. Seidenberg

Dated: February 8, 2002

                                    POWER OF ATTORNEY

         I, John R. Stafford, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                 /s/ John R. Stafford
                                                 -----------------------
                                                 John R. Stafford

Dated: February 8, 2002

                                POWER OF ATTORNEY

         I, Michael W. Wright, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Victor P. Patrick, John J. Tus and James V.
Gelly, 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 on Form S-3
or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         I hereby grant 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
the extent that they confer authority to sign the above-described documents.

                                                 /s/ Michael W. Wright
                                                 ----------------------
                                                 Michael W. Wright

Dated: February 8, 2002