UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549

                              Form 10-Q
                     --------------------------

        [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended June 30, 2000
                                          --------------
                                   OR

       [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ------ to ------
                    Commission file number 1-8974
                                           ------

                     Honeywell International Inc.
 -------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

               Delaware                               22-2640650
- -------------------------------------             ------------------
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                Identification No.)

        101 Columbia Road
          P.O. Box 4000
       Morristown, New Jersey                          07962-2497
- -------------------------------------------       ------------------
  (Address of principal executive offices)             (Zip Code)

                          (973)455-2000
  ----------------------------------------------------------------
        (Registrant's telephone number, including area code)

                           NOT APPLICABLE
  ----------------------------------------------------------------
        (Former name, former address and former fiscal year,
                    if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

          YES     X                            NO
              ---------                            ---------

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                                    Outstanding at
Class of Common Stock                               June 30, 2000
- ----------------------                            -----------------
    $1 par value                                    801,050,908 shares

                    Honeywell International Inc.

                                Index
                                -----

                                                               Page No.
                                                               --------

Part I.    -   Financial Information
               ---------------------

        Item 1. Condensed Financial Statements:

            Consolidated Balance Sheet -
              June 30, 2000 and December 31, 1999                  3

            Consolidated Statement of Income -
              Three and Six Months Ended June 30, 2000
              and 1999                                             4

            Consolidated Statement of Cash Flows -
              Six Months Ended June 30, 2000 and 1999              5

            Notes to Financial Statements                          6

            Report on Review by Independent
              Accountants                                         16

     Item 2. Management's Discussion and Analysis
               of Financial Condition and
               Results of Operations                              17

     Item 3. Quantitative and Qualitative Disclosures About
               Market Risk                                        24

Part II.   -   Other Information
               ------------------

        Item 1. Legal Proceedings                                 25

        Item 5. Other Information                                 25

        Item 6. Exhibits and Reports on Form 8-K                  25

Signatures                                                        27

                                 2

                  Honeywell International Inc.
                   Consolidated Balance Sheet
                          (Unaudited)

                                            June 30,      December 31,
                                              2000            1999
                                        ---------------  ---------------
                                              (Dollars in millions)
ASSETS
Current assets:
  Cash and cash equivalents                     $   959       $ 1,991
  Accounts and notes receivable                   4,039         3,896
  Inventories                                     3,744         3,436
  Other current assets                            1,109         1,099
                                                 ------        ------
        Total current assets                      9,851        10,422

Investments and long-term receivables             1,061           782
Property, plant and equipment - net               5,502         5,630
Goodwill and other intangible
  assets - net                                    6,232         4,660
Other assets                                      2,290         2,033
                                                -------       -------
  Total assets                                  $24,936       $23,527
                                                =======       =======
LIABILITIES
Current liabilities:
  Accounts payable                              $ 2,256       $ 2,129
  Short-term borrowings                             157           302
  Commercial paper                                2,097         2,023
  Current maturities of long-term debt              346           284

  Accrued liabilities                             3,139         3,534
                                                -------       -------
        Total current liabilities                 7,995         8,272

Long-term debt                                    3,444         2,457
Deferred income taxes                               878           864
Postretirement benefit obligations
  other than pensions                             1,943         1,968
Other liabilities                                 1,224         1,367

SHAREOWNERS' EQUITY
Capital - common stock issued                       958           958
        - additional paid-in capital              2,486         2,318
Common stock held in treasury, at cost           (4,237)       (4,254)
Accumulated other nonowner changes                 (512)         (355)
Retained earnings                                10,757         9,932
                                                -------       -------
        Total shareowners' equity                 9,452         8,599
                                                -------       -------
  Total liabilities and shareowners' equity     $24,936       $23,527
                                                =======       =======

The Notes to Financial Statements are an integral part of this statement.

                             3

                    Honeywell International Inc.
                  Consolidated Statement of Income
                             (Unaudited)

                                     Three Months Ended     Six Months Ended
                                            June 30,            June 30,
                                       -----------------     ----------------
                                        2000    1999          2000      1999
                                        ----    ----          ----      ----
                                               (Dollars in millions
                                             except per share amounts)

Net sales                               $6,309   $5,958    $12,353  $11,540
                                        ------   ------    -------  -------
Costs, expenses and other
  Cost of goods sold                     4,671    4,625      9,121    8,817
  Selling, general and administrative
    expenses                               763      745      1,521    1,444
  Gain on sale of non-strategic
    businesses                            (112)     -         (112)     -
  Equity in (income) loss of
    affiliated companies                   (14)      12        (18)       2
  Other (income) expense                    (3)    (279)       (13)    (297)
  Interest and other financial charges     129       59        240      132
                                        ------   ------    -------  -------
                                         5,434    5,162     10,739   10,098
                                        ------   ------    -------  -------

Income before taxes on income              875      796      1,614    1,442
Taxes on income                            258      256        491      462
                                        ------   ------    -------   ------
Net income                              $  617   $  540    $ 1,123   $  980
                                        ======   ======    =======   ======
Earnings per share of common
  stock - basic                         $ 0.77   $ 0.68    $  1.41   $ 1.24
                                        ======   ======    =======   ======
Earnings per share of common
  stock - assuming dilution             $ 0.76   $ 0.67    $  1.39   $ 1.22
                                        ======   ======    =======   ======
Cash dividends per share of
  common stock                          $.1875   $  .17    $ .3750   $  .34
                                        ======   ======    =======   ======

   The Notes to Financial Statements are an integral part of this statement.

                             4

                    Honeywell International Inc.
                Consolidated Statement of Cash Flows
                             (Unaudited)

                                                       Six Months Ended
                                                          June 30,
                                                     -----------------
                                                       2000        1999
                                                       ----        ----
                                                    (Dollars in millions)

Cash flows from operating activities:
  Net income                                             $1,123   $  980
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Gain on sale of non-strategic businesses               (112)      -
    Gain on disposition of investment in AMP Incorporated    -      (268)
    Repositioning and other charges                          96      258
    Depreciation and amortization                           529      441
    Equity income, net of distributions                      20       (9)
    Deferred income taxes                                    39       67
    Net taxes paid on sales of businesses and investments   (62)     (87)
    Other                                                  (356)      23
    Changes in assets and liabilities, net of the effects
     of acquisitions and divestitures:
       Accounts and notes receivable                         98      128
       Inventories                                           (3)     (91)
       Other current assets                                 (61)      17
       Accounts payable                                      31      (97)
       Accrued liabilities                                 (504)    (364)
                                                         ------   ------
Net cash provided by operating activities                   838      998
                                                         ------   ------
Cash flows from investing activities:
 Expenditures for property, plant and equipment            (355)    (430)
 Proceeds from disposals of property, plant and
   equipment                                                 61       43
 (Increase) in investments                                   (2)     (15)
  Disposition of investment in AMP Incorporated              -     1,164
  Cash paid for acquisitions                             (2,466)    (117)
  Proceeds from sales of businesses                         296      199
 (Increase) decrease in short-term investments              (16)       4
                                                       --------   ------
Net cash (used for) provided by investing activities     (2,482)     848
                                                       --------   ------
Cash flows from financing activities:
  Net increase (decrease) in commercial paper                74     (794)
  Net (decrease) in short-term borrowings                  (145)     (36)
  Proceeds from issuance of common stock                     81      273
  Proceeds from issuance of long-term debt                1,051        7
  Payments of long-term debt                               (151)    (197)
  Repurchases of common stock                                -    (1,058)
  Cash dividends on common stock                           (298)    (263)
                                                        -------    ------
Net cash provided by (used for) financing activities       612    (2,068)
                                                        -------   ------

Net (decrease) in cash and cash equivalents             (1,032)     (222)
Cash and cash equivalents at beginning of year           1,991     1,018
                                                       -------    ------
Cash and cash equivalents at end of period              $  959   $   796
                                                       =======   =======

  The Notes to Financial Statements are an integral part of this statement.

                             5

                       Honeywell International Inc.
                    Notes to Financial Statements
                             (Unaudited)
               (In millions except per share amounts)

Note 1.  In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments,
consisting only of normal adjustments, necessary to present fairly
the financial position of Honeywell International Inc. and its
consolidated subsidiaries at June 30, 2000 and the results of
operations for the three and six months ended June 30, 2000 and 1999
and cash flows for the six months ended June 30, 2000 and 1999.  The
results of operations for the three- and six-month periods ended
June 30, 2000 should not necessarily be taken as indicative of the
results of operations that may be expected for the entire year 2000.

The financial information as of June 30, 2000 should be read in
conjunction with the financial statements contained in our Form 10-K
Annual Report for 1999.

Note 2.  Accounts and notes receivable consist of the following:

                                           June 30,       December 31,
                                             2000            1999
                                           --------       ------------
        Trade                              $3,702           $3,545
        Other                                 430              435
                                           ------           ------
                                            4,132            3,980
        Less - Allowance for doubtful
               accounts and refunds           (93)             (84)
                                           ------           ------
                                           $4,039           $3,896
                                           ======           ======

Note 3. Inventories consist of the following:

                                           June 30,       December 31,
                                             2000            1999
                                         ----------       ------------
        Raw materials                      $1,094          $1,027
        Work in process                       978             973
        Finished products                   1,826           1,589
                                           ------          ------
                                            3,898           3,589
        Less-Progress payments                (44)            (44)
             Reduction to LIFO cost basis    (110)           (109)
                                           ------          ------
                                           $3,744          $3,436
                                           ======          ======

Note 4.  Total nonowner changes in shareowners' equity for the three
and six months ended June 30, 2000 and 1999 were $496 and $966
million and $400 and $714 million, respectively.  Nonowner changes
in shareowners' equity consist of net income, foreign exchange
translation adjustments and unrealized holding gains and losses on
marketable securities.

                              6

Note 5.  Segment financial data follows:

                                        Periods Ended June 30,
                      ---------------------------------------------------------
Net Sales                          Three Months             Six Months
- --------              ---------------------------------------------------------
                                2000        1999          2000       1999
                                ----        ----          ----       ----
Aerospace Solutions           $2,454       $2,534      $ 4,850     $ 4,862
Automation & Control           1,880        1,501        3,580       2,891
Performance Materials          1,061          986        2,086       1,969
Power & Transportation
  Products                       895          904        1,799       1,763
Corporate                         19           33           38          55
                              ------       ------      -------     -------
                              $6,309       $5,958      $12,353     $11,540
                              ======       ======      =======     =======

                                        Periods Ended June 30,
                      ---------------------------------------------------------
Segment Profit                     Three Months             Six Months
- --------------        ---------------------------------------------------------
                                2000        1999          2000       1999
                                ----        ----          ----       ----

Aerospace Solutions           $  546       $ 475       $1,039      $  870
Automation & Control             275         161          465         281
Performance Materials            107         145          202         294
Power & Transportation
  Products                        82          83          170         153
Corporate                        (39)        (54)         (69)        (97)
                              ------       -----       ------      ------
  Segment profit                 971         810        1,807       1,501
                              ------       -----       ------      ------
Gain on sale of non-
  strategic businesses           112           -          112           -
Equity in income (loss)
  of affiliated
  companies                       14          24           18          34
Other income (expense)             3          11           13          29
Interest and other
  financial charges             (129)        (59)        (240)       (132)
Repositioning and other
  charges                        (96)       (258)         (96)       (258)
Gain on disposition of
  investment in AMP Inc.           -         268            -         268
                              -------      -----        -----      ------
Income before taxes
  on income                   $  875      $  796       $1,614      $1,442
                              ======      ======       ======      ======

                             7

Note 6.  The details of the earnings per share calculations for the
three- and six-month periods ended June 30, 2000 and 1999 follow:

                                       Three Months             Six Months
                              ------------------------------------------------
                                               Per                      Per
                                       Average Share           Average  Share
                              Income   Shares  Amount   Income Shares   Amount
                              ------   ------  ------   ------ ------  -------

2000
- ----
Earnings per share of
  common stock - basic         $617    799.8   $.77     $1,123  798.2  $1.41
Dilutive securities issuable
  in connection with stock
  plans                                 10.7                     10.5
                               ----    -----   ----     ------  -----  -----
Earnings per share of common
  stock - assuming dilution    $617    810.5  $.76      $1,123  808.7  $1.39
                               ====    =====  ====      ======  =====  =====

                                       Three Months           Six Months
                              -----------------------------------------------
                                             Per                     Per
                                     Average Share           Average Share
                              Income Shares  Amount   Income Shares  Amount
                              ------ ------- ------   ------ ------- ------
1999
- ----
Earnings per share of
  common stock - basic         $540   789.5  $.68     $980    791.4   $1.24
Dilutive securities issuable
  in connection with stock
  plans                                17.3                    15.8
                               -----  -----  -----    -----   -----   -----
Earnings per share of common
  stock - assuming dilution    $540   806.8  $.67     $980    807.2   $1.22
                               ====   =====  ====     ====    =====   =====

The diluted earnings per share calculation excludes the effect of
stock options when the options' exercise prices exceed the average
market price of the common shares during the period.  For the three-
and six-month periods ended June 30, 2000, the number of stock
options not included in the computations were 13.0 and 13.1 million,
respectively.  These stock options were outstanding at June 30,
2000.  For the three- and six-month periods ended June 30, 1999, all
stock options were included in the computations.

Note 7.  In June 2000, we recognized a pretax charge of $96 million
for the costs of closing a chip packaging manufacturing plant and
related workforce reductions in our Electronic Materials business
and for workforce reductions in our Industrial Control,
Turbocharging Systems and Commercial Vehicle Systems businesses.
The components of the charge included severance costs of $24 million
and asset impairments of $72 million, and are included in cost of
goods sold.  The workforce reductions are expected to be completed
by December 31, 2000 and consisted of approximately 600
manufacturing positions.  The pretax impact of the repositioning
charge by reportable segment is as follows: Performance Materials -
$74 million; Automation & Control - $17 million; and Power &
Transportation Products - $5 million.

In December 1999, upon completion of the merger between AlliedSignal
Inc and Honeywell Inc (former Honeywell), we recognized a pretax
charge of $642 million for the costs of actions designed to improve
our combined competitiveness and

                             8

productivity and improve future profitability. The merger-related
actions included the elimination of redundant corporate offices and
functional administrative overhead; elimination of redundant and
excess facilities and workforce in our combined aerospace businesses;
adoption of six sigma productivity initiatives at the former Honeywell
businesses; and, the transition to a global shared services model. The
components of the charge included severance costs of $342 million,
asset impairments of $108 million, other exit costs of $57 million
and merger-related transaction and period expenses of $135 million.
Planned global workforce reductions consisted of approximately 6,500
administrative and manufacturing positions of which approximately
2,600 positions have been eliminated as of June 30, 2000.  Asset
impairments principally related to the elimination of redundant or
excess corporate and aerospace facilities and equipment.  Other exit
costs were related to lease terminations and contract cancellation
losses negotiated or subject to reasonable estimation at year-end.
Merger-related transaction and period expenses consisted of
investment banking and legal fees, former Honeywell deferred
compensation vested upon change in control and other direct merger-
related expenses incurred in the period the merger was completed.
All merger-related actions are expected to be completed by December
31, 2000.

In 1999, we also recognized a pretax charge of $321 million ($75
million in the second quarter) for the costs of actions designed to
reposition principally the AlliedSignal Inc business units for
improved productivity and future profitability.  These repositioning
actions included the organizational realignment of our aerospace
businesses to strengthen market focus and simplify business
structure; elimination of an unprofitable product line and
rationalization of manufacturing capacity and infrastructure in our
Performance Polymers business; a reduction in the infrastructure in
our Turbocharging Systems business; closing of a wax refinery and
carbon materials plant and rationalization of manufacturing capacity
in our Specialty Chemicals business; elimination of two
manufacturing facilities in our Electronic Materials business; a
plant closure and outsourcing activity in our automotive Consumer
Products Group business; and related and general workforce
reductions in all AlliedSignal Inc businesses and our Industrial
Control business.  The components of the charge included severance
costs of $140 million, asset impairments of $149 million, and other
exit costs of $32 million.  Global workforce reductions consisted of
approximately 5,100 manufacturing, administrative, and sales
positions of which approximately 3,500 positions have been
eliminated as of June 30, 2000.  Asset impairments principally
related to manufacturing plant and equipment held for sale and
capable of being taken out of service and actively marketed in the
period of impairment.  Other exit costs principally consisted of
environmental exit costs associated with chemical plant shutdowns.
All repositioning actions, excluding environmental remediation, are
being completed throughout 2000.

The following table summarizes the status of the total merger and
repositioning actions:

                                         Balance                  Balance
                            1999  1999      at     2000    2000      at
                          Charges Usage  12/31/99 Charges Usage   6/30/2000
                          ------- -----  -------- ------- -----   ---------

Severance costs            $482  $ (58)    $424    $24    $(157)     $291
Asset impairments           257   (257)      -      72      (72)       -
Exit costs                   89     (4)      85      -      (28)       57
Merger fees & expenses      135    (77)      58      -      (47)       11
                           ----  -----     ----    ---    -----      ----
      Total                $963  $(396)    $567    $96    $(304)     $359
                           ====  ======    ====    ===    ======     ====

                             9

In the second quarter of 1999, we also recognized other charges
consisting of losses on aerospace engine maintenance contracts and a
contract cancellation penalty totaling $45 million, customer and
employee claims of $29 million, and other write-offs principally
related to tangible and intangible assets removed from service,
including inventory, of $73 million.

In the second quarter of 1999, repositioning and other charges
totaled $222 million and were included in cost of goods sold.
Equity in income of affiliated companies also included a $36 million
charge resulting from an other than temporary decline in the value
of an equity investment due to a significant deterioration in market
conditions.  The total impact of repositioning and other charges on
second quarter 1999 pretax income was $258 million.

Note 8.  In the second quarter of 2000, as a result of a government
mandate in connection with the merger of AlliedSignal Inc and former
Honeywell, we sold the former Honeywell's TCAS product line.  We
received approximately $215 million in cash resulting in a pretax
gain of $112 million.  The TCAS product line had annual sales of
approximately $100 million.

Note 9.  In April 1999, we reached an agreement with Tyco
International Ltd. (Tyco) and AMP Incorporated (AMP), settling AMP's
claim to the gain we would realize on the disposition of our
investment in AMP common stock.  We made a payment to AMP of $50
million, and the parties released all claims that they had against
each other relating to AMP.  Subsequently, we converted our
investment in AMP common stock into Tyco common stock and sold the
Tyco common stock for net cash proceeds of $1.2 billion.  The
resulting pretax gain of $268 million, net of the settlement
payment, is included in other (income) expense.

Note 10.  In February 2000, we acquired all of the outstanding
shares of Pittway Corporation (Pittway) Common Stock and Class A
Stock for approximately $2.2 billion, including the assumption of
the net debt of Pittway of approximately $167 million.  Pittway
designs, manufactures and distributes security and fire systems for
homes and buildings and had 1999 sales of $1.6 billion. The
acquisition was funded through the issuance of long-term debt (see
Note 11) and commercial paper.

The acquisition was accounted for under the purchase method of
accounting. The assets acquired and liabilities assumed of Pittway
were recorded at their estimated fair values at the acquisition
date, and are subject to adjustment when additional information
concerning asset and liability valuations is finalized.  The excess
of purchase price over the estimated fair values of the net assets
acquired of approximately $1.6 billion was recorded as goodwill.
The pro forma results for the six months ended June 30, 2000,
assuming the acquisition had been made at the beginning of the year,
would not be materially different from reported results.

Note 11.  In February 2000, we issued $1 billion of 7.50% Notes,
which will mature in 2010.   Interest on the Notes is payable semi-
annually in arrears on March 1 and September 1 of each year,
beginning in September 2000.  In February 2000, we also entered into
interest rate swap agreements, which effectively changed $750
million of this fixed rate debt to LIBOR based floating rate debt.

Note 12.  On July 21, 2000, our Board of Directors authorized a
share repurchase program to purchase up to 40 million shares of our
common stock in the open market or in privately negotiated
transactions, depending on market conditions and other factors.  The
share repurchase program is expected to be substantially completed
by December 31, 2001.

                             10

Note 13.  Litton Litigation - On March 13, 1990, Litton Systems,
Inc. (Litton) filed a legal action against the former Honeywell in
U.S. District Court, Central District of California, Los Angeles
(the trial court) with claims that were subsequently split into two
separate cases. One alleges patent infringement under federal law
for using an ion-beam process to coat mirrors incorporated in the
former Honeywell's ring laser gyroscopes, and tortious interference
under state law for interfering with Litton's prospective advantage
with customers and contractual relationships with an inventor and
his company, Ojai Research, Inc. The other case alleges
monopolization and attempted monopolization under federal antitrust
laws by the former Honeywell in the sale of inertial reference
systems containing ring laser gyroscopes into the commercial
aircraft market. The former Honeywell generally denied Litton's
allegations in both cases. In the patent/tort case, the former
Honeywell also contested the validity as well as the infringement of
the patent, alleging, among other things, that the patent had been
obtained by Litton's inequitable conduct before the United States
Patent and Trademark Office.

Patent/Tort Case.   U.S. District Court Judge Mariana Pfaelzer
presided over a three-month patent infringement and tortious
interference trial in 1993. On August 31, 1993, a jury returned a
verdict in favor of Litton, awarding damages against the former
Honeywell in the amount of $1.2 billion on three claims. The former
Honeywell filed post-trial motions contesting the verdict and damage
award. On January 9, 1995, the trial court set them all aside,
ruling, among other things, that the Litton patent was invalid due
to obviousness, unenforceable because of Litton's inequitable
conduct before the Patent and Trademark Office, and in any case, not
infringed by the former Honeywell's current process. It further
ruled that Litton's state tort claims were not supported by
sufficient evidence. The trial court also held that if its rulings
concerning liability were vacated or reversed on appeal, the former
Honeywell should at least be granted a new trial on the issue of
damages because the jury's award was inconsistent with the clear
weight of the evidence and based upon a speculative damage study.

The trial court's rulings were appealed to the U.S. Court of Appeals
for the Federal Circuit, and on July 3, 1996, in a two to one split
decision, a three judge panel of that court reversed the trial
court's rulings of patent invalidity, unenforceability and non-
infringement, and also found the former Honeywell to have violated
California law by intentionally interfering with Litton's consultant
contracts and customer prospects. However, the panel upheld two
trial court rulings favorable to the former Honeywell, namely that
the former Honeywell was entitled to a new trial for damages on all
claims, and also to a grant of intervening patent rights which are
to be defined and quantified by the trial court. After
unsuccessfully requesting a rehearing of the panel's decision by the
full Federal Circuit appellate court, the former Honeywell filed a
petition with the U.S. Supreme Court on November 26, 1996, seeking
review of the panel's decision. In the interim, Litton filed a
motion and briefs with the trial court seeking injunctive relief
against the former Honeywell's commercial ring laser gyroscope
sales. After the former Honeywell and certain aircraft manufacturers
filed briefs and made oral arguments opposing the injunction, the
trial court denied Litton's motion on public interest grounds on
December 23, 1996, and then scheduled the patent/tort damages
retrial for May 6, 1997.

On March 17, 1997, the U.S. Supreme Court granted the former
Honeywell's petition for review and vacated the July 3, 1996 Federal
Circuit panel decision. The case was remanded to the Federal Circuit
panel for reconsideration in light of a recent decision by the U.S.
Supreme Court in the Warner-Jenkinson vs. Hilton Davis case, which
refined the law concerning patent infringement under the

                            11

doctrine of equivalents. On March 21, 1997, Litton filed a notice of
appeal to the Federal Circuit of the trial court's December 23, 1996
decision to deny injunctive relief, but the Federal Circuit stayed any
briefing or consideration of that matter until such time as it
completed its reconsideration of liability issues ordered by the
U.S. Supreme Court.

The liability issues were argued before the same three-judge Federal
Circuit panel on September 30, 1997. On April 7, 1998, the panel
issued its decision: (i) affirming the trial court's ruling that the
former Honeywell's hollow cathode and RF ion-beam processes do not
literally infringe the asserted claims of Litton's '849 reissue patent
(Litton's patent); (ii) vacating the trial court's ruling that the
former Honeywell's RF ion-beam process does not infringe the asserted
claims of Litton's patent under the doctrine of equivalents, but
also vacating the jury's verdict on that issue and remanding that
issue to the trial court for further proceedings in accordance with
the Warner-Jenkinson decision;  (iii) vacating the jury's verdict
that the former Honeywell's hollow cathode process infringes the
asserted claims of Litton's patent under the doctrine of
equivalents and remanding that issue to the trial court for further
proceedings;  (iv) reversing the trial court's ruling with respect
to the torts of intentional interference with contractual
relations and intentional interference with prospective economic
advantage, but also vacating the jury's verdict on that issue,
and remanding the issue to the trial court for further proceedings
in accordance with California state law; (v) affirming the trial
court's grant of a new trial to the former Honeywell on damages for
all claims, if necessary; (vi)  affirming the trial court's order
granting intervening rights to the former  Honeywell in the patent
claim; (vii) reversing the trial court's ruling that the asserted
claims of Litton's patent were invalid due to obviousness and
reinstating the jury's verdict on that issue; and (viii) reversing
the trial court's determination that Litton had obtained Litton's
patent through inequitable conduct.

Litton's request for a rehearing of the panel's decision by the full
Federal Circuit court was denied and its appeal of the denial of an
injunction was dismissed. The case was remanded to the trial court
for further legal and perhaps factual review. The parties filed
motions with the trial court to dispose of the remanded issues as
matters of law, which were argued before the trial court on July 26,
1999. On September 23, 1999, the trial court issued dispositive
rulings in the case, granting the former Honeywell's Motion for
Judgment as a Matter of Law and Summary Judgment on the Patent
claims on various grounds; granting the former Honeywell's Motion
for Judgment as a Matter of Law on the State Law Claims on the
grounds of insufficient evidence; and denying Litton's Motion for
Partial Summary Judgment. The trial court entered a final judgment
in Honeywell's favor on January 31, 2000, and Litton filed a timely
notice of appeal from that judgment with the U.S. Court of Appeals
for the Federal Circuit.

When preparing for the patent/tort damages retrial that was
scheduled for May 1997, Litton had submitted a revised damage study
to the trial court, seeking damages as high as $1.9 billion. We
believe that our ion-beam processes do not infringe Litton's patent,
and further that Litton's damage study remains flawed and
speculative for a number of reasons. We expect that the trial
court's latest rulings in the case will eventually be affirmed since
they are consistent with the Federal Circuit's most recent opinions
in this case and others which deal with alleged patent infringement
under the doctrine of equivalents, and since, absent any patent
infringement, Litton has not proven any tortious behavior by the
former Honeywell which interfered with its contracts or business
prospects. We also believe that it is reasonably possible that no
damages will ultimately be awarded to Litton.

                             12

Although it is not possible at this time to predict the result of
Litton's appeal, potential does remain for an adverse outcome which
could be material to our financial position or results of
operations. We believe however, that any potential award of damages
for an adverse judgment of infringement or interference should be
based upon a reasonable royalty reflecting the value of the ion-beam
coating process, and further that such an award would not be
material to our financial position or results of operations. As a
result of the uncertainty regarding the outcome of this matter, no
provision has been made in the financial statements with respect to
this contingent liability.

Antitrust Case  Preparations for, and conduct of, the trial in the
antitrust case have generally followed the completion of comparable
proceedings in the patent/tort case. The antitrust trial did not
begin until November 20, 1995. Judge Pfaelzer also presided over the
trial, but it was held before a different jury. At the close of
evidence and before jury deliberations began, the trial court
dismissed, for failure of proof, Litton's contentions that the
former Honeywell had illegally monopolized and attempted to
monopolize by: (i) engaging in below-cost predatory pricing; (ii)
tying and bundling product offerings under packaged pricing;  (iii)
misrepresenting its products and disparaging Litton products; and
(iv) acquiring the Sperry Avionics business in 1986.

On February 2, 1996, the case was submitted to the jury on the
remaining allegations that the former Honeywell had illegally
monopolized and attempted to monopolize by: (i) entering into
certain long-term exclusive dealing and penalty arrangements with
aircraft manufacturers and airlines to exclude Litton from the
commercial aircraft market, and (ii) failing to provide Litton with
access to proprietary software used in the cockpits of certain
business jets.

On February 29, 1996, the jury returned a $234 million single
damages verdict against the former Honeywell for illegal
monopolization, which verdict would have been automatically trebled.
On March 1, 1996, the jury indicated that it was unable to reach a
verdict on damages for the attempt to monopolize claim, and a
mistrial was declared as to that claim.

The former Honeywell subsequently filed a motion for judgment as a
matter of law and a motion for a new trial, contending, among other
things, that the jury's partial verdict should be overturned because
the former Honeywell was prejudiced at trial, and Litton failed to
prove essential elements of liability or submit competent evidence
to support its speculative, all-or-nothing $298.5 million damage
claim. Litton filed motions for entry of judgment and injunctive
relief. On July 24, 1996, the trial court denied the former
Honeywell's alternative motions for judgment as a matter of law or a
complete new trial, but concluded that Litton's damage study was
seriously flawed and granted the former Honeywell a retrial on
damages only. The court also denied Litton's two motions. At that
time, Judge Pfaelzer was expected to conduct the retrial of
antitrust damages sometime following the retrial of patent/tort
damages. However, after the U.S. Supreme Court remanded the
patent/tort case to the Federal Circuit in March 1997, Litton moved
to have the trial court expeditiously schedule the antitrust damages
retrial. In September 1997, the trial court rejected that motion,
indicating that it wished to know the outcome of the current
patent/tort appeal before scheduling retrials of any type.

Following the April 7, 1998 Federal Circuit panel decision in the
patent/tort case, Litton again petitioned the trial court to
schedule the retrial of antitrust damages. The trial court
tentatively scheduled the trial to commence in the fourth quarter of
1998, and reopened limited discovery and other pretrial
preparations. Litton then filed another antitrust damage claim of
nearly $300 million.

                             13

The damages only retrial began October 29, 1998 before Judge
Pfaelzer and a new jury. On December 9, 1998, the jury returned
verdicts against the former Honeywell totaling $250 million, $220
million of which is in favor of Litton and $30 million of which is
in favor of its sister corporation, Litton Systems, Canada, Limited.

On January 27, 1999, the court vacated its prior mistrial ruling
with respect to the attempt to monopolize claim and entered a treble
damages judgment in the total amount of $750 million for actual and
attempted monopolization. The former Honeywell filed appropriate
post-judgment motions with the trial court and Litton filed motions
seeking to add substantial attorney's fees and costs to the
judgment. A hearing on the post-judgment motions was held before the
trial court on May 20, 1999. On September 24, 1999, the trial court
issued rulings denying the former Honeywell's Motion for Judgment as
a Matter of Law and Motion for New Trial and Remittitur as they
related to Litton Systems Inc., but granting the former Honeywell's
Motion for Judgment as a Matter of Law as it relates to Litton
Systems, Canada, Limited. The net effect of these rulings was to
reduce the existing judgment against the former Honeywell of $750
million to $660 million, plus attorney fees and costs of
approximately $35 million. Both parties have appealed the judgment,
as to both liability and damages, to the U.S. Court of Appeals for
the Ninth Circuit. Execution of the trial court's judgment will be
stayed pending resolution of the former Honeywell's post-judgment
motions and the disposition of the appeals filed by the parties.

We expect to obtain substantial relief from the current adverse
judgment in the antitrust case by an appeal to the Ninth Circuit,
based upon sound substantive and procedural legal grounds. We
believe that there was no factual or legal basis for the magnitude
of the jury's award in the damages retrial and that, as was the case
in the first trial, the jury's award should be overturned. We also
believe there are serious questions concerning the identity and
nature of the business arrangements and conduct which were found by
the first antitrust jury in 1996 to be anti-competitive and damaging
to Litton, and the verdict of liability should be overturned as a
matter of law.

Although it is not possible at this time to predict the result of
the appeals, potential remains for an adverse outcome which could be
material to our financial position or results of operations. As a
result of the uncertainty regarding the outcome of this matter, no
provision has been made in the financial statements with respect to
this contingent liability. We also believe that it would be
inappropriate for Litton to obtain recovery of the same damages,
e.g. losses it suffered due to the former Honeywell's sales of ring
laser gyroscope-based inertial systems to OEMs and airline
customers, under multiple legal theories, claims, and cases, and
that eventually any duplicative recovery would be eliminated from
the antitrust and patent/tort cases.

Shareowner Litigation - Honeywell and seven of its officers were
named as defendants in a purported class action lawsuit filed in the
United States District Court for the District of New Jersey on July
25, 2000 by Local 144 Nursing Home Employees Pension Fund (the Complaint).
The Complaint principally alleges that the defendants violated federal
securities laws by purportedly making false and misleading statements
and by failing to disclose material information concerning Honeywell's
financial performance, thereby allegedly causing the value of Honeywell's
stock to be artificially inflated.  The purported class period for
which damages are sought is December 20, 1999 to June 19, 2000.

                             14

We believe that there is no factual or legal basis for the
allegations in the Complaint.  Although it is not possible at this
time to predict the result of this case, we expect to prevail.
However, an adverse outcome could be material to our financial
position or results of operations.  No provision has been made in
our financial statements with respect to this contingent liability.

                             15

             Report on Review by Independent Accountants
             -------------------------------------------

To the Shareowners and Directors
of Honeywell International Inc.

We have reviewed the accompanying consolidated balance sheet of
Honeywell International Inc. and its subsidiaries as of June 30,
2000, and the related consolidated statements of income for each of
the three-month and six-month periods ended June 30, 2000 and 1999
and the consolidated statements of cash flows for the six-month
period ended June 30, 2000 and 1999. These financial statements are
the responsibility of the Company's management.

We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the accompanying consolidated interim
financial statements for them to be in conformity with generally
accepted accounting principles.

We previously audited in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1999,
and the related consolidated statements of income, of shareowners'
equity, and of cash flows for the year then ended (not presented
herein), and in our report dated January 27, 2000, except as to
Note 25 which is as of February 4, 2000, we expressed an
unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying
consolidated balance sheet information as of December 31, 1999,
is fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.

 /s/ PricewaterhouseCoopers LLP

 PricewaterhouseCoopers LLP
 Florham Park, NJ
 July 28, 2000

                             16

Item 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ----------------------------------------------

A. Results of Operations-Second Quarter 2000 Compared with Second Quarter 1999
   ---------------------------------------------------------------------------
  Net sales in the second quarter of 2000 were $6,309 million, an
increase of $351 million, or 6 percent compared with the second
quarter of 1999. Excluding the effects of acquisitions and
divestitures, and foreign exchange, sales decreased by approximately
1 percent. The impact of foreign exchange decreased sales by
approximately 2 percent.

  Segment profit in the second quarter of 2000 was $971 million, an
increase of $161 million, or 20 percent compared with the second
quarter of 1999. Segment profit margin for the second quarter of
2000 was 15.4 percent compared with 13.6 percent for the second
quarter of 1999. The increase in segment profit in the second
quarter of 2000 was led by a significant improvement by the
Automation & Control and Aerospace Solutions segments.  Lower
Corporate expenses also contributed to the increase.  A decrease in
segment profit for the Performance Materials and Power &
Transportation Products segments was a partial offset. Segment profit is
discussed in detail by segment in the Review of Business Segments
section below.

  Gain on sale of non-strategic businesses of $112 million in the
second quarter of 2000 represents the pretax gain on the government-
mandated divestiture of the former Honeywell's TCAS product line.
See Note 8 on page 10 of this Form 10-Q for further details.

  Equity in income of affiliated companies of $14 million in the
second quarter of 2000 increased by $26 million compared with the
second quarter of 1999.  The increase primarily reflects that the
prior year included a charge of $36 million related to the writedown
of an equity investment. See Note 7 on page 8 of this Form 10-Q for
further details.

  Other (income) expense, $3 million of income in the second
quarter of 2000, decreased by $276 million compared with the second
quarter of 1999.  The decrease principally reflects that the prior
year included the net gain of $268 million on our disposition of our
investment in AMP Incorporated (AMP) common stock. See Note 9 on
page 10 of this Form 10-Q for further details.

  Interest and other financial charges of $129 million in the
second quarter of 2000 increased by $70 million compared with the
second quarter of 1999.  The increase results from higher average
levels of debt during the current quarter due principally to the
acquisition of Pittway Corporation (Pittway) and higher interest
rates and the impact of tax interest expense.

  The effective tax rate in the second quarter of 2000 decreased to
29.5 percent compared with 32.2 percent in the second quarter of
1999 due to tax synergies in Europe associated with the merger of
AlliedSignal Inc and the former Honeywell.

  Net income of $617 million, or $0.76 per share, in the second
quarter of 2000 was 14 percent higher than the prior year's second
quarter net income of $540 million, or $0.67 per share.  Net income
in the second quarter of 2000 included the gain on the disposition
of the former Honeywell's TCAS product line and repositioning
charges. Adjusted for these items, net income in the second quarter
of 2000 was $12 million, or $0.01 per share, lower than reported.
Net income in the second quarter of 1999 included the gain on our
disposition of our investment in AMP and repositioning and other
charges. Adjusted for these items, net income

                             17

in the second quarter of 1999 was $5 million, or $0.01 per share,
lower than reported.  Net income in the second quarter of 2000
increased by 13 percent compared with the second quarter of 1999 if
both periods are adjusted for these items. The higher net income in
the second quarter of 2000 was the result of improved earnings for the
Automation & Control and Aerospace Solutions segments.  The Performance
Materials and Power & Transportation Products segments had lower earnings.

Review of Business Segments
- ---------------------------

     Aerospace Solutions sales of $2,454 million in the second
quarter of 2000 were $80 million, or 3 percent lower compared with
the second quarter of 1999.  Excluding the effects of government-
mandated divestitures and a supplier parts shortage in our avionics
business, sales increased slightly.  This increase was led by
continued growth in our aftermarket businesses.  Our aftermarket
businesses continue to benefit from increases in air transport and
regional flying hours, as well as strong ongoing global demand for
our commercial and military repair and overhaul services.  This
increase was partially offset by lower sales to air transport
original equipment manufacturers and a decline in engineering
services revenue.

     Aerospace Solutions segment profit of $546 million in the
second quarter of 2000 increased by $71 million, or 15 percent
compared with the second quarter of 1999 due principally to cost
structure improvements, primarily from workforce and benefit cost
reductions, and merger-related savings. Increased sales of higher
margin aftermarket products and services also contributed to the
improvement in segment profit.

     Automation & Control sales of $1,880 million in the second
quarter of 2000 increased by $379 million, or 25 percent compared
with the second quarter of 1999.  Sales for our Home & Building
Control business were significantly higher due to our acquisition in
February 2000 of Pittway, a manufacturer and distributor of security
and fire systems for homes and buildings.  Sales for our Industrial
Control business decreased moderately as growth in our sensing &
control business was more than offset by continued weakness in our
industrial automation & control business.  Our industrial automation
& control business continues to be adversely affected by weakness in
the hydrocarbon processing industry. Although there were some signs
of recovery in this key industry in early 2000, a full recovery is
not expected until at least the latter part of 2000.

     Automation & Control segment profit of $275 million in the
second quarter of 2000 increased by $114 million, or 71 percent
compared with the second quarter of 1999.  Segment profit for both
our Home & Building Control and Industrial Control businesses
improved primarily as a result of lower costs due to workforce and
benefit cost reductions and merger-related savings.  The acquisition
of Pittway and other portfolio changes also contributed to the
improvement in segment profit.

     Performance Materials sales of $1,061 million in the second
quarter of 2000 increased by $75 million, or 8 percent compared with
the second quarter of 1999.  Sales increased due to our acquisition
in August 1999 of Johnson Matthey Electronics, a supplier of wafer
fabrication materials and interconnect products to the electronics
and telecommunications industries.  Sales growth in our fluorines
and chemical specialties businesses also contributed to the
increase.  The effect of divestitures, principally the Laminate
Systems business in September 1999, was a partial offset.

                             18

     Performance Materials segment profit of $107 million in the
second quarter of 2000 was lower by $38 million, or 26 percent
compared with the second quarter of 1999.  The decrease results from
higher raw material costs in our Performance Polymers businesses.
Higher operating losses in our chip packaging and pharmaceutical
chemicals businesses and the impact of recent divestitures also
contributed to the decrease.  Cost structure improvements, higher
sales volume in our flourines and chemical specialties businesses
and price increases in certain Performance Polymers businesses were
partial offsets.

     Power & Transportation Products sales of $895 million in the
second quarter of 2000 decreased by $9 million, or 1 percent
compared with the second quarter of 1999. Sales for our Commercial
Vehicle Systems business decreased due primarily to lower heavy-duty
truck builds in North America.  Sales for our Friction Materials
business were also lower primarily due to the impact of foreign
exchange.  Higher sales for our Turbocharging Systems business due
primarily to continued strong demand in Europe reflecting the
turbodiesel's increased penetration of the passenger car market was
a partial offset.

     Power & Transportation Products segment profit of $82 million
in the second quarter of 2000 decreased by $1 million, or 1 percent
compared with the second quarter of 1999.  Costs related to the ramp-
up of our Turbogenerator product line were primarily responsible for
the decrease.  Lower sales in our Commercial Vehicle Systems
business and the effects of supplier issues in our Turbocharging
Systems business also contributed to the decrease.  Cost structure
improvements in our Turbocharging Systems, Commercial Vehicle
Systems and Friction Materials businesses resulting from six sigma
initiatives, material procurement savings and workforce reductions
were a partial offset.

B. Results of Operations - Six Months 2000 Compared with Six Months 1999
   ---------------------------------------------------------------------

  Net sales in the first six months of 2000 were $12,353 million,
an increase of $813 million, or 7 percent compared with the first
six months of 1999. Excluding the effects of acquisitions and
divestitures, and foreign exchange, sales increased by approximately
2 percent. The impact of foreign exchange decreased sales by
approximately 2 percent.

  Segment profit in the first six months of 2000 was $1,807
million, an increase of $306 million, or 20 percent compared with
the first six months of 1999. Segment profit margin for the first
six months of 2000 was 14.6 percent compared with 13.0 percent for
the first six months of 1999. The increase in segment profit in the
first six months of 2000 was led by a significant improvement by the
Automation & Control and Aerospace Solutions segments.  The Power &
Transportation Products segment and lower Corporate expenses also
contributed to the increase.  A substantial decrease in segment
profit for the Performance Materials segment was a partial offset.
Segment profit is discussed in detail by segment in the Review of
Business Segments section below.

  Gain on sale of non-strategic businesses of $112 million in the
first six months of 2000 represents the pretax gain on the
government-mandated divestiture of the former Honeywell's TCAS
product line.  See Note 8 on page 10 of this Form 10-Q for further
details.

  Equity in income of affiliated companies of $18 million in the
first six months of 2000 increased by $20 million compared with the
first six months of 1999.  The increase primarily reflects that the
prior year included a charge of $36 million related to the writedown
of an equity investment.  See Note 7 on page 8 of this Form 10-Q for
further details.

                             19

  Other (income) expense, $13 million of income in the first six
months of 2000, decreased by $284 million compared with the first
six months of 1999.  The decrease principally reflects that
the prior year included the net gain of $268 million on our
disposition of our investment in AMP common stock. See Note 9 on
page 10 of this Form 10-Q for further details. Reduced benefits
from foreign exchange hedging also contributed to the decrease.

  Interest and other financial charges of $240 million in the first
six months of 2000 increased by $108 million compared with the first
six months of 1999.  The increase results from higher average levels
of debt during the first six months of the current year due
principally to the Pittway acquisition and higher interest rates and
the impact of tax interest expense.

  The effective tax rate in the first six months of 2000 decreased
to 30.4 percent compared with 32.0 percent in the first six months
of 1999 due to tax synergies in Europe associated with the merger of
AlliedSignal Inc and the former Honeywell.

  Net income of $1,123 million, or $1.39 per share, in the first
six months of 2000 was 15 percent higher than the prior year's first
six months net income of $980 million, or $1.22 per share.  Net
income in the first six months of 2000 included the gain on the
disposition of the former Honeywell's TCAS product line and
repositioning charges. Adjusted for these items, net income in the
first six months of 2000 was $12 million, or $0.02 per share, lower
than reported.  Net income in the first six months of 1999 included
the gain on our disposition of our investment in AMP and
repositioning and other charges. Adjusted for these items, net
income in the first six months of 1999 was $5 million, or $0.01 per
share, lower than reported. Net income in the first six months of
2000 increased by 14 percent compared with the first six months of
1999 if both periods are adjusted for these items. The higher net
income in the first six months of 2000 was the result of improved
earnings for the Automation & Control, Aerospace Solutions and Power
& Transportation Products segments.  The Performance Materials segment had
lower earnings.

Review of Business Segments
- ---------------------------

     Aerospace Solutions sales of $4,850 million in the first six
months of 2000 were $12 million lower compared with the first six
months of 1999.  Sales decreased primarily due to lower original
equipment sales to air transport manufacturers and a decline in
engineering services revenue. The effects of government-mandated
divestitures and a supplier parts shortage in our avionics business
in the second quarter also contributed to the decrease. Continued
strength in our aftermarket businesses and higher original equipment
sales to business, regional and general aviation customers were
partial offsets.

     Aerospace Solutions segment profit of $1,039 million in the
first six months of 2000 increased by $169 million, or 19 percent
compared with the first six months of 1999 due principally to cost
structure improvements, primarily from workforce and benefit cost
reductions, and merger-related savings.  Increased sales of higher
margin aftermarket products and services also contributed to the
improvement in segment profit.

     Automation & Control sales of $3,580 million in the first six
months of 2000 increased by $689 million, or 24 percent compared
with the first six months of 1999.  Sales for our Home & Building
Control business were substantially higher due principally to the
acquisition of Pittway.  Sales for our Industrial Control business
declined slightly as growth in our sensing & control business

                           20

was more than offset by continued weakness in our industrial automation
& control business.

     Automation & Control segment profit of $465 million in the
first six months of 2000 increased by $184 million, or 65 percent
compared with the first six months of 1999.  Segment profit for both
our Home & Building Control and Industrial Control businesses
improved primarily as a result of lower costs due to workforce and
benefit cost reductions and merger-related savings.  The acquisition
of Pittway and other portfolio changes also contributed to the
improvement in segment profit.

     Performance Materials sales of $2,086 million in the first six
months of 2000 increased by $117 million, or 6 percent compared with
the first six months of 1999.  Sales increased primarily due to the
acquisition of Johnson Matthey Electronics.  Sales growth in our
fluorines business also contributed to the increase.  The effect of
divestitures, principally the Laminate Systems business,  was a
partial offset.

     Performance Materials segment profit of $202 million in the
first six months of 2000 was lower by $92 million, or 31 percent
compared with the first six months of 1999.  The decrease reflects
higher raw material costs in our Performance Polymers businesses.
Higher operating losses in our chip packaging and pharmaceutical
chemicals businesses and the impact of recent acquisitions and
divestitures also contributed to the decrease.  Cost structure
improvements, higher sales volume in our flourines business and
price increases in certain Performance Polymers businesses were
partial offsets.

     Power & Transportation Products sales of $1,799 million in the
first six months of 2000 increased by $36 million, or 2 percent
compared with the first six months of 1999. Sales for our
Turbocharging Systems business were significantly higher due
primarily to continued strong demand in Europe. Lower sales for our
Commercial Vehicle Systems business, due primarily to decreased
heavy-duty truck builds in North America, and our Friction Materials
business were a partial offset.

     Power & Transportation Products segment profit of $170 million
in the first six months of 2000 increased by $17 million, or 11
percent compared with the first six months of 1999.  The increase
results primarily from cost structure improvements in our Friction
Materials and Consumer Products Group businesses resulting from six
sigma initiatives, material procurement savings and workforce
reductions.  Higher sales in our Turbocharging Systems business also
contributed to the increase.  Costs related to the ramp-up of our
Turbogenerator product line was a partial offset.

C.  Financial Condition, Liquidity and Capital Resources
    ----------------------------------------------------

     Total assets at June 30, 2000 were $24,936 million, an increase
of $1,409 million, or 6 percent from December 31, 1999.  The
increase relates principally to our acquisition of Pittway.

     Cash provided by operating activities of $838 million during
the first six months of 2000 decreased by $160 million compared with
the first six months of 1999 due principally to spending related to
the merger and repositioning actions.  Higher net income and
improved working capital were partial offsets.

     Cash used for investing activities of $2,482 million during the
first six months of 2000 increased by $3,330 million compared with
the first six months of

                             21

1999 due principally to the acquisition of Pittway and the fact that
the prior year included the net proceeds from our disposition of our
investment in AMP.  See Notes 9 and 10 on page 10 of this Form 10-Q
for further details.  Higher proceeds from the sales of businesses
and lower capital spending were partial offsets.  We expect that our
total capital spending in 2000 will be approximately $870 million
compared with our previous estimate as of December 31, 1999 of
approximately $1,050 million.

     We continuously assess the relative strength of each business
in our portfolio as to strategic fit, market position and profit
contribution in order to upgrade our combined portfolio and identify
operating units that will most benefit from increased investment.
We identify acquisition candidates that will further our strategic
plan and strengthen our existing core businesses.  We also identify
operating units that do not fit into our long-term strategic plan
based on their market position, relative profitability or growth
potential.  These operating units are considered for potential
divestiture, restructuring or other repositioning action subject to
regulatory constraints.  In July 2000, we identified certain
businesses in our Performance Materials and Power & Transportation
Products segments that we consider to be non-core.

     Cash provided by financing activities of $612 million during
the first six months of 2000 increased by $2,680 million compared
with the first six months of 1999.  The increase relates to issuance
of $1 billion of 7.50% Notes in February 2000.  See Note 11 on page
10 of this Form 10-Q for further details.  Total debt of $6,044
million at June 30, 2000 was $978 million, or 19 percent higher than
at December 31, 1999 due principally to the Pittway acquisition. The
increase also reflects that the first six months of 1999 included the
repayment of debt with the net proceeds from our disposition of our
investment in AMP.  The absence of stock repurchases in the current
year also contributed to the increase in cash provided by financing
activities.

     On July 21, 2000, our Board of Directors authorized a share
repurchase program to purchase up to 40 million shares of our common
stock in the open market or in privately negotiated transactions,
depending on market conditions and other factors.  The share
repurchase program is expected to be substantially completed by
December 31, 2001 and will be funded with operating cash flows and
some of the proceeds from the sales of non-core businesses.

Merger and Repositioning Charges
- --------------------------------

     In June 2000, we recognized a pretax charge of $96 million for
the costs of closing a chip packaging manufacturing plant and
related workforce reductions in our Electronic Materials business
and for workforce reductions in our Industrial Control,
Turbocharging Systems and Commercial Vehicle Systems businesses. The
components of the charge included severance costs of $24 million and
asset impairments of $72 million, and are included in cost of goods
sold.  The workforce reductions are expected to be completed by
December 31, 2000 and consisted of approximately 600 manufacturing
positions.  The pretax impact of the repositioning charge by
reportable segments is as follows: Performance Materials - $74
million; Automation & Control - $17 million; and Power &
Transportation Products - $5 million.

     In December 1999, upon completion of the merger between
AlliedSignal Inc and the former Honeywell, we recognized a pretax
charge of $642 million for the costs of actions designed to improve
our combined competitiveness and productivity and improve future
profitability.  The merger-related actions included the elimination
of redundant corporate offices and functional administrative

                            22

overhead; elimination of redundant and excess facilities and
workforce in our combined aerospace businesses; adoption of six
sigma productivity initiatives at the former Honeywell businesses;
and, the transition to a global shared services model.  The
components of the charge included severance costs of $342 million,
asset impairments of $108 million, other exit costs of $57 million
and merger-related transaction and period expenses of $135 million.
Planned global workforce reductions consisted of approximately 6,500
administrative and manufacturing positions of which approximately
2,600 positions have been eliminated as of June 30, 2000.  Asset
impairments principally related to the elimination of redundant or
excess corporate and aerospace facilities and equipment. Other exit
costs were related to lease terminations and contract cancellation
losses negotiated or subject to reasonable estimation at year-end.
Merger-related transaction and period expenses consisted of
investment banking and legal fees, former Honeywell deferred
compensation vested upon change in control and other direct merger-
related expenses incurred in the period the merger was completed.
All merger-related actions are expected to be completed by December
31, 2000.

     In 1999, we also recognized a pretax charge of $321 million
($75 million in the second quarter) for the costs of actions
designed to reposition principally the AlliedSignal Inc business
units for improved productivity and future profitability.  These
repositioning actions included the organizational realignment of our
aerospace businesses to strengthen market focus and simplify
business structure; elimination of an unprofitable product line and
rationalization of manufacturing capacity and infrastructure in our
Performance Polymers business; a reduction in the infrastructure in
our Turbocharging Systems business; closing of a wax refinery and
carbon materials plant and rationalization of manufacturing capacity
in our Specialty Chemicals business; elimination of two
manufacturing facilities in our Electronic Materials business; a
plant closure and outsourcing activity in our automotive Consumer
Products Group business; and related and general workforce
reductions in all AlliedSignal Inc businesses and our Industrial
Control business.  The components of the charge included severance
costs of $140 million, asset impairments of $149 million, and other
exit costs of $32 million.  Global workforce reductions consisted of
approximately 5,100 manufacturing, administrative, and sales
positions of which approximately 3,500 positions have been
eliminated as of June 30, 2000.  Asset impairments principally
related to manufacturing plant and equipment held for sale and
capable of being taken out of service and actively marketed in the
period of impairment.  Other exit costs principally consisted of
environmental exit costs associated with chemical plant shutdowns.
All repositioning actions, excluding environmental remediation, are
being completed throughout 2000.

     We expect that the merger and repositioning actions committed
to in 2000 and 1999 will generate incremental pretax savings of $270
million in 2000, $605 million in 2001 and $780 million in 2002
principally from planned workforce reductions and facility
consolidations.  Cash expenditures for severance, other exit costs,
and future period expenses necessary to execute these actions will
exceed $500 million and will principally be incurred in 2000.  Cash
expenditures for severance, other exit costs and merger fees and
expenses were $232 million for the six-month period ended June 30,
2000 and were funded principally through operating cash flows.

     In July 2000, we announced plans to consolidate our Performance
Polymers and Specialty Chemicals strategic business units into a
single business unit.  We also announced additional census
reductions of approximately 5 percent expected to occur over the
next four quarters.  These census reductions are expected to be
effected through a combination of a hiring freeze, attrition and
layoffs.  We are currently formulating a detailed plan to effect
these and other actions, which will result in a significant charge
against future earnings.

                            23

D.    Other Matters
      -------------

      Euro Conversion
      ---------------
     On January 1, 1999, certain member countries of the European
Union established fixed conversion rates between their existing
currencies and the European Union's common currency (Euro).  The
transition period for the introduction of the Euro is between
January 1, 1999 and January 1, 2002.  We have identified and are
ensuring that all Euro conversion compliance issues are addressed.
Although we cannot predict the impact of the Euro conversion at this
time, we do not expect that the Euro conversion will have a material
adverse effect on our consolidated results of operations.

Review by Independent Accountants
- ---------------------------------

  The "Report on Review by Independent Accountants'" included
herein is not a "report" or "part of a Registration Statement"
prepared or certified by an independent accountant within the
meanings of Section 7 and 11 of the Securities Act of 1933, and the
accountants' Section 11 liability does not extend to such report.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk
         ----------------------------------------------------------

  See Honeywell's most recent annual report filed on Form 10-K
(Item 7A).  At June 30, 2000, except for the issuance of $1 billion
of 7.50% Notes and the related interest rate swap agreements entered
into in February 2000, as described in Note 11 on page 10 of this
Form 10-Q, there has been no material change in this information. At
June 30, 2000, the market risk associated with the $1 billion of
7.50% Notes was substantially offset by the related interest rate
swap agreements.

                             24

                     PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings
           -----------------
     Honeywell and seven of its officers were named as defendants in
     a purported class action lawsuit filed in the United States
     District Court for the District of New Jersey on July 25, 2000
     by Local 144 Nursing Home Employees Pension Fund (the Complaint).
     The Complaint principally alleges that the defendants violated
     federal securities laws by purportedly making false and misleading
     statements and by failing to disclose material information concerning
     Honeywell's financial performance, thereby allegedly causing the value
     of Honeywell's stock to be artificially inflated.  The purported class
     period for which damages are sought is December 20, 1999 to June 19,
     2000.

     We believe that there is no factual or legal basis for the
     allegations in the Complaint.  Although it is not possible at
     this time to predict the result of this case, we expect to
     prevail.  However, an adverse outcome could be material to our
     financial position or results of operations.  No provision has
     been made in our financial statements with respect to this
     contingent liability.

Item 5.    Other Information
           -----------------
     (a) Andrew C. Sigler retired as a member of Honeywell's Board of
         Directors effective May 25, 2000.

     (b) On May 26, 2000, the Board of Directors approved an amendment
         to Honeywell's by-laws to provide for 90-day advance notice period
         for the nomination of a director or the presentation of a proposal
         at an annual meeting of shareowners.  The prior by-law provided for
         a 60-day advance notice period for a director nomination to be
         presented at an annual meeting but did not require similar advance
         notice for a shareowner proposal.

         The admended by-laws are being filed as an exhibit to this
         Report on Form 10-Q.  In order to be considered timely
         under the revised by-laws, a director nomination or
         shareowner proposal to be submitted at an annual meeting
         must be received by the Secretary at Honeywell's principal
         executive offices no earlier than 120 days nor later than
         90 days prior to the anniversary of the prior year's annual
         meeting.  The  date by which a director nomination or
         shareowner proposal must be received for the 2001 annual
         meeting is January 31, 2001.

 Item 6.    Exhibits and Reports on Form 8-K
            ---------------------------------

     (a) Exhibits.  The following exhibits are filed with this
         Form 10-Q:

           3(ii) By-laws of Honeywell, as amended.

          15     Independent Accountants' Acknowledgment Letter
                 as to the incorporation of their report relating
                 to unaudited interim financial statements

          27      Financial Data Schedule

                             25

     (b) Reports on Form 8-K.  There were no reports on Form 8-K
         filed during the three months ended June 30, 2000.

                             26

                             SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                   Honeywell International Inc.

Date:  August 11, 2000             By: /s/ Philip M. Palazzari
                                      ------------------------
                                       Philip M. Palazzari
                                       Vice President and Controller
                                       (on behalf of the Registrant
                                       and as the Registrant's
                                       Principal Accounting Officer)

                             27

                            EXHIBIT INDEX

Exhibit Number                     Description

      2                       Omitted (Inapplicable)

      3(ii)                   By-laws of Honeywell, as amended

      4                       Omitted (Inapplicable)

     10                       Omitted (Inapplicable)

     11                       Omitted (Inapplicable)

     15                       Independent Accountants'
                              Acknowledgment Letter as to
                              the incorporation of their
                              report relating to unaudited
                              interim financial statements

     18                       Omitted (Inapplicable)

     19                       Omitted (Inapplicable)

     22                       Omitted (Inapplicable)

     23                       Omitted (Inapplicable)

     24                       Omitted (Inapplicable)

     27                       Financial Data Schedule

     99                       Omitted (Inapplicable)

                             28

                                                         Exhibit 3(ii)
                                                         -------------

                           By-laws
                              of
                  Honeywell International Inc.

Amended as of
May 26, 2000

                       TABLE OF CONTENTS

ARTICLE I-OFFICES......................................................1

  SECTION 1.  Registered Office........................................1
  SECTION 2.  Other Offices............................................1

ARTICLE II-MEETINGS OF STOCKHOLDERS....................................1

  SECTION 1.  Place of Meetings........................................1
  SECTION 2.  Annual Meetings..........................................1
  SECTION 3.  Special Meetings.........................................1
  SECTION 4.  Notice of Meetings.......................................1
  SECTION 5.  Quorum...................................................2
  SECTION 6.  Order of Business........................................2
  SECTION 7.  Voting...................................................2
  SECTION 8.  Inspectors...............................................2

ARTICLE III-DIRECTORS..................................................3

  SECTION 1.  Powers...................................................3
  SECTION 2.  Number, Election and Terms...............................3
  SECTION 3.  Advance Notice of Stockholder Business and Nominations...3
  SECTION 4.  Place of Meetings........................................6
  SECTION 5.  Regular Meetings.........................................6
  SECTION 6.  Special Meetings.........................................6
  SECTION 7.  Notice of Meetings.......................................6

                            i

  SECTION 8.  Quorum and Manner of Acting..............................7
  SECTION 9.  Resignation..............................................7
  SECTION 10. Removal of Directors.....................................7
  SECTION 11. Compensation of Directors................................7

ARTICLE IV-COMMITTEES OF THE BOARD.....................................7

  SECTION 1.  Appointment of Powers of Audit Committee.................7
  SECTION 2.  Other Committees.........................................8
  SECTION 3.  Action by Consent, Participation by Telephone or Similar
                Equipment..............................................8
  SECTION 4.  Changes in Committees; Resignations; Removals............9

ARTICLE V-OFFICERS.....................................................9

  SECTION 1.  Number and Qualifications................................9
  SECTION 2.  Resignations.............................................9
  SECTION 3.  Removal..................................................9
  SECTION 4.  Vacancies...............................................10
  SECTION 5.  Chairman of the Board...................................10
  SECTION 6.  Vice Chairman of the Board..............................10
  SECTION 7.  Chief Executive Officer.................................10
  SECTION 8.  President...............................................10
  SECTION 9.  Vice Presidents.........................................10
  SECTION 10. General Counsel.........................................10
  SECTION 11. Treasurer...............................................11
  SECTION 12. Secretary...............................................11
  SECTION 13. Controller..............................................11
  SECTION 14. Bonds of Officers.......................................11

                             ii

  SECTION 15. Compensation............................................11
  SECTION 16. Officers of Operating Companies or Divisions............12
  SECTION 17. Provisions Relating to Michael R. Bonsignore............12

ARTICLE VI-CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC....................12

  SECTION 1.  Contracts...............................................12
  SECTION 2.  Checks, etc.............................................12
  SECTION 3.  Loans...................................................13
  SECTION 4.  Deposits................................................13

ARTICLE VII-CAPITAL STOCK.............................................13

  SECTION 1.  Stock Certificates and Uncertificated Shares............13
  SECTION 2.  List of Stockholders Entitled to Vote...................13
  SECTION 3.  Stock Ledger............................................14
  SECTION 4.  Transfers of Capital Stock..............................14
  SECTION 5.  Lost Certificates.......................................14
  SECTION 6.  Fixing of Record Date...................................14
  SECTION 7.  Registered Owners.......................................15

ARTICLE VIII-FISCAL YEAR..............................................15

ARTICLE IX-SEAL.......................................................15

ARTICLE X-WAIVER OF NOTICE............................................15

ARTICLE XI-AMENDMENTS.................................................15

ARTICLE XII-EMERGENCY BY-LAWS.........................................16

  SECTION 1.  Emergency Board of Directors............................16
  SECTION 2.  Membership of Emergency Board of Directors..............16

                             iii

  SECTION 3.  Powers of the Emergency Board...........................16
  SECTION 4.  Stockholders' Meeting...................................16
  SECTION 5.  Emergency Corporate Headquarters........................17
  SECTION 6.  Limitation of Liability.................................17

                             iv

                             By-Laws
                               of
                     Honeywell International Inc.

                           ARTICLE I
                            OFFICES

   SECTION  1.   Registered Office.  The registered  office  of
Honeywell   International   Inc.   (hereinafter   called    the
Corporation) within the State of Delaware shall be in the  City
of Wilmington, County of New Castle.

   SECTION 2.  Other Offices.  The Corporation may also have an
office  or  offices  and  keep the books  and  records  of  the
Corporation,  except as may otherwise be required  by  law,  in
such  other place or places, either within or without the State
of  Delaware,  as  the Board of Directors  of  the  Corporation
(hereinafter called the Board) may from time to time  determine
or the business of the Corporation may require.

                          ARTICLE II
                   MEETINGS OF STOCKHOLDERS

   SECTION 1.  Place of Meetings.  All meetings of Stockholders
of  the  Corporation shall be held at the registered office  of
the  Corporation  in the State of Delaware  or  at  such  other
place,  within or without the State of Delaware,  as  may  from
time to time be fixed by the Board or specified or fixed in the
respective notices or waivers of notice thereof.

    SECTION  2.   Annual  Meetings.   The  annual  meeting   of
Stockholders  of the Corporation for the election of  directors
and  for the transaction of any other proper business shall  be
held at 10:00 a.m. on the last Monday of April of each year, or
on  such  other date and at such other time as may be fixed  by
the Board.  If the annual meeting for the election of directors
shall  not be held on the day designated, the Board shall cause
the meeting to be held as soon thereafter as convenient.

    SECTION   3.    Special  Meetings.   Special  meetings   of
Stockholders, unless otherwise provided by law, may  be  called
at any time by the Board pursuant to a resolution adopted by  a
majority  of  the  then  authorized  number  of  directors  (as
determined in accordance with Section 2 of Article III of these
By-laws),  or  by the Chief Executive Officer.  Any  such  call
must  specify  the matter or matters to be acted upon  at  such
meeting  and  only such matter or matters shall be  acted  upon
thereat.

   SECTION  4.  Notice of Meetings.  Notice of each meeting  of
Stockholders,  annual or special, shall be  in  writing,  shall
state the place, date and hour of the meeting, and, in the case
of  a  special meeting, the purpose or purposes for  which  the
meeting  is  called.   Unless otherwise provided  by  law,  the
written  notice of any meeting shall be given not less than  10
nor  more than 60 days before the date of the meeting  to  each
Stockholder entitled to vote at the meeting.  If mailed, notice
is  given  when  deposited in the United States  mail,  postage
prepaid,  directed  to the Stockholder at  his  address  as  it
appears  on  the  records of the

                            1

Corporation. Unless (i)  the adjournment is for more than 30 days,
or (ii)  the Board shall fix a new record date for any adjourned
meeting after the adjournment, notice of an adjourned meeting need
not be given if the time and place to which the meeting shall be
adjourned were announced at the meeting at which the adjournment
was taken.

   SECTION 5.  Quorum.  At each meeting of Stockholders of  the
Corporation, the holders of a majority of the shares of capital
stock  of  the  Corporation entitled to vote  at  the  meeting,
present  in person or represented by proxy, shall constitute  a
quorum  for  the transaction of business, except  as  otherwise
provided  by law.  In the absence of a quorum, the chairman  of
the  meeting  or  a  majority in interest of those  present  in
person  or  represented by proxy and entitled to  vote  at  the
meeting  may  adjourn the meeting from time  to  time  until  a
quorum shall be present.

   SECTION 6.  Order of Business.  The order of business at all
meetings of Stockholders shall be as determined by the chairman
of the meeting.

   SECTION  7.   Voting.  Except as otherwise provided  in  the
Certificate  of Incorporation, at each meeting of Stockholders,
every  Stockholder of the Corporation shall be entitled to  one
vote  for every share of capital stock standing in his name  on
the  stock  record  of the Corporation (i) at  the  time  fixed
pursuant  to Section 6 of Article VII of these By-laws  as  the
record  date for the determination of Stockholders entitled  to
vote at such meeting, or (ii) if no such record date shall have
been  fixed,  then at the close of business  on  the  day  next
preceding  the day on which notice thereof shall be given.   At
each  meeting of Stockholders, except as otherwise provided  by
law or in the Certificate of Incorporation or these By-laws, in
all   matters  other  than  the  election  of  directors,   the
affirmative vote of the majority of shares present in person or
represented by proxy and entitled to vote on the subject matter
shall be the act of the Stockholders.

   SECTION  8.   Inspectors.   In advance  of  any  meeting  of
Stockholders, the Board shall appoint one or more inspectors to
act  at  the meeting and make a written report thereof and  may
designate  one  or  more alternate inspectors  to  replace  any
inspector  who fails to act.  If no inspector or  alternate  is
able  to  act  at a meeting, the chairman of the meeting  shall
appoint  one  or more inspectors to act at the  meeting.   Each
inspector shall take and sign such oath and perform such duties
as  shall be required by law and may perform such other  duties
not   inconsistent  therewith  as  may  be  requested  by   the
Corporation.

                             2

                          ARTICLE III
                           DIRECTORS

   SECTION  1.   Powers.   The  business  and  affairs  of  the
Corporation shall be managed by or under the direction  of  the
Board.  The Board may exercise all such authority and powers of
the  Corporation and do all such lawful acts and things as  are
not by law or otherwise directed or required to be exercised or
done by the Stockholders.

   SECTION  2.   Number,  Election and Terms.   The  authorized
number of directors may be determined from time to time by vote
of  a majority of the then authorized number of directors or by
the  affirmative  vote of the holders of at least  80%  of  the
voting power of the then outstanding shares of capital stock of
the  Corporation entitled to vote generally in the election  of
directors,  voting  together  as  a  single  class;   provided,
however,  that such number shall not be less than 13  nor  more
than  23, and that such number shall automatically be increased
by  two in the event of default in the payment of dividends  on
the  Preferred Stock under the circumstances described  in  the
Certificate of Incorporation.  The directors, other than  those
who may be elected by the holders of the Preferred Stock of the
Corporation pursuant to the Certificate of Incorporation, shall
be classified with respect to the time for which they severally
hold  office, into three classes, as nearly equal in number  as
possible,  as  determined  by  the  Board,  one  class  to   be
originally elected for a term expiring at the annual meeting of
Stockholders to be held in 1986, another class to be originally
elected   for  a  term  expiring  at  the  annual  meeting   of
Stockholders  to  be  held in 1987, and  another  class  to  be
originally elected for a term expiring at the annual meeting of
Stockholders to be held in 1988, with the members of each class
to  hold  office until their successors have been  elected  and
qualified.   At  each  annual  meeting  of  Stockholders,   the
successors of the class of directors whose term expires at that
meeting shall be elected to hold office for a term expiring  at
the  annual  meeting of Stockholders held  in  the  third  year
following  the  year  of their election.  Except  as  otherwise
provided  in  the Certificate of Incorporation,  newly  created
directorships  resulting from any increase  in  the  number  of
directors and any vacancies on the Board resulting from  death,
resignation, disqualification, removal or other cause shall  be
filled  by  the affirmative vote of a majority of the remaining
directors  then in office, even if less than a  quorum  of  the
Board,  or by a sole remaining director.  Any director  elected
in  accordance  with the preceding sentence shall  hold  office
until  the annual meeting of Stockholders at which the term  of
office  of  the class to which such director has  been  elected
expires  and  until such director's successor shall  have  been
elected  and qualified.  No decrease in the number of directors
constituting the Board shall shorten the term of any  incumbent
director.

   SECTION  3.   Advance  Notice of  Stockholder  Business  and
                 Nominations.

     a)   Annual Meeting of Stockholders.

          (i)  Nominations of persons for election to the Board
     of Directors of the Corporation and the proposal of
     business to be considered by the Stockholders may be made
     at an annual meeting of Stockholders as follows:

                            3

               a)   pursuant to the Corporation's notice of meeting;
               b)   by or at the direction of the Board of Directors; or
               c)   by any Stockholder of the Corporation who was a
                    Stockholder of record at the time of giving notice
                    provided for in this by-law, who is entitled to vote
                    at the meeting and who complied with the notice
                    procedures set forth in this by-law.

          (ii) For nominations or other business to be properly
     brought before an annual meeting by a Stockholder pursuant
     to clause c) of paragraph (a)(i) of this by-law, the
     Stockholder must have given timely notice thereof in
     writing to the Secretary, of the Corporation, and such
     other business must be a proper matter for Stockholder
     action.  To be timely, a Stockholder's notice shall be
     delivered to the Secretary at the principal executive
     offices of the Corporation not later than the close of
     business on the 90th day nor earlier than the close of
     business on the 120th day prior to the first anniversary
     of the preceding year's annual meeting; provided, however,
     that in the event that the date of the annual meeting is
     more than 30 days before or more than 60 days after such
     anniversary date, notice by the Stockholder to be timely
     must be so delivered not earlier than the close of
     business on the 120th day prior to such annual meeting and
     not later than the close of business on the later of the
     90th day prior to such annual meeting or the 10th day
     following the day on which public announcement of the date
     of such meeting is first made.  In no event shall the
     public announcement of an adjournment of an annual meeting
     commence a new time period for the giving of a Stockholder's
     notice as described above.  Such Stockholder's notice shall
     set forth:

               a)   as to each person whom the Stockholder
          proposes to nominate for election or reelection as a
          director, all information relating to such person
          that is required to be disclosed in solicitations of
          proxies for election of directors in an election
          contest, or is otherwise required, in each case
          pursuant to Regulation 14A under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act")
          and Rule 14a-11 thereunder (including such person's
          written consent to be named in the proxy statement as
          a nominee and to serve as a director if elected);

               b)   as to any other business that the
          Stockholder proposes to bring before the meeting, a
          brief description of the business desired to be
          brought before the meeting, the reasons for
          conducting such business at the meeting and any
          material interest in such business of such
          Stockholder and the beneficial owner, if any, on
          whose behalf the proposal is made; and

               c)   as to the Stockholder giving notice and the
          beneficial owner, if any, on whose behalf the
          nomination or proposal is made i) the name and
          address of such Stockholder, as they appear on the
          Corporation's books, and of such beneficial owner and
          ii) the class and number of shares of the Corporation
          which are owned beneficially and of record by such
          Stockholder and such beneficial owner.

                             4

          (iii)     Notwithstanding anything in the second
     sentence of paragraph (a)(ii) of this by-law to the
     contrary, in the event that the number of directors to be
     elected to the Board of Directors of the Corporation is
     increased and there is no public announcement naming all
     of the nominees for director or specifying the size of the
     increased Board of Directors made by the Corporation at
     least 100 days prior to the first anniversary of the
     preceding year's annual meeting, a Stockholder's notice
     required by this by-law shall also be considered timely,
     but only with respect to nominees for any new positions
     created by such increase, if it shall be delivered to the
     Secretary at the principal executive offices of the
     Corporation not later than the close of business on the
     10th day following the day on which such public
     announcement is first made by the Corporation.

               a)   Special Meetings of Stockholders.  Only
          such business shall be conducted at a special meeting
          of Stockholders as shall have been brought before the
          meeting pursuant to the Corporation's notice of
          meeting.  Nominations of persons for election to the
          Board of Directors may be made at a special meeting
          of Stockholders at which directors are to be elected
          pursuant to the Corporation's notice of meeting (i)
          by or at the direction of the Board of Directors or
          (ii) by any Stockholder of the Corporation who is a
          Stockholder of record at the time of giving of notice
          provided for in this by-law, who shall be entitled to
          vote at the meeting and who complies with the notice
          procedures set forth in this by-law.  In the event
          the Corporation calls a special meeting of
          Stockholders for the purpose of electing one or more
          directors to the Board of Directors, any such
          Stockholder may nominate a person or persons (as the
          case may be), for election to such position(s) as
          specified in the Corporation's notice of meeting, if
          the Stockholder's notice required by paragraph
          (a)(iii) of this by-law shall be delivered to the
          Secretary at the principal executive offices of the
          Corporation not earlier than the close of business on
          the 120th day prior to such special meeting and not
          later than the close of business on the later of the
          90th day prior to such special meeting or the 10th
          day following the day on which public announcement is
          first made of the date of the special meeting and of
          the nominees proposed by the Board of Directors to be
          elected at such meeting.  In no event shall the
          public announcement of an adjournment of a special
          meeting commence a new time period for the giving of
          a Stockholder's notice as described above.

               b)   General.

                    (i)  Only such persons who are nominated in
               accordance with the procedures set forth in this
               by-law shall be eligible to serve as directors
               and only such business shall be conducted at a
               meeting of Stockholders as shall have been
               brought before the meeting in accordance with
               the procedures set forth in this by-law.  Except
               as otherwise provided by law or the by-laws of
               the Corporation, the

                             5

               Chairman of the meeting shall have the power and
               duty to determine whether a nomination or any
               business proposed to be brought before the meeting
               was made, or proposed, as the case may be, in
               accordance with the procedures set forth in this
               by-law and, if any proposed nomination or business
               is not in compliance with this by-law, to declare
               that such defective proposal or nomination shall
               be disregarded.

                    (ii) For purposes of this by-law, "public
               announcement" shall mean disclosure in a press
               release reported by the Dow Jones News Service,
               Associated Press or comparable national news
               service or in a document publicly filed by the
               corporation with the Securities and Exchange
               commission pursuant to Section 13, 14 or 15(d)
               of the Exchange Act.

                    (iii) Notwithstanding the foregoing provisions
               of this by-law, a Stockholder shall also comply with
               all applicable requirements of the Exchange Act and
               the rules and regulations thereunder with respect to
               the matters set forth in this by-law. Nothing in this
               by-law shall be deemed to affect any rights  of  a)
               Stockholders to request inclusion in proposals  in
               the Corporation's proxy statement pursuant to Rule
               14a-8 under the Exchange Act or b) the holders of
               any series of Preferred Stock to elect directors
               under specified circumstances.

   SECTION 4.  Place of Meetings.  Meetings of the Board  shall
be held at such place, within or without the State of Delaware,
as  the  Board may from time to time determine or as  shall  be
specified  or  fixed in the notice or waiver of notice  of  any
such meeting.

   SECTION 5.  Regular Meetings.  Regular meetings of the Board
shall  be held in accordance with a yearly meeting schedule  as
determined by the Board; or such meetings may be held  on  such
other  days and at such other times as the Board may from  time
to  time  determine.  Notice of regular meetings of  the  Board
need  not  be given except as otherwise required by  these  By-
laws.

   SECTION 6.  Special Meetings.  Special meetings of the Board
may  be  called  by the Chief Executive Officer  and  shall  be
called by the Secretary at the request of any two of the  other
directors.

   SECTION  7.   Notice of Meetings.  Notice  of  each  special
meeting  of  the Board (and of each regular meeting  for  which
notice shall be required), stating the time, place and purposes
thereof, shall be mailed to each director, addressed to him  at
his  residence or usual place of business, or shall be sent  to
him by telex, cable or telegram so addressed, or shall be given
personally  or  by  telephone, on 24  hours'  notice,  or  such
shorter  notice as the person or persons calling  such  meeting
may deem necessary or appropriate in the circumstances.

                             6

   SECTION 8.  Quorum and Manner of Acting.  The presence of at
least  a  majority of the authorized number of directors  shall
constitute  a  quorum for the transaction of  business  at  any
meeting of the Board.  If a quorum shall not be present at  any
meeting  of  the  Board,  a majority of the  directors  present
thereat  may  adjourn the meeting from time  to  time,  without
notice  other than announcement at the meeting, until a  quorum
shall be present.  Except where a different vote is required by
law  or the Certificate of Incorporation or these By-laws,  the
vote  of  a  majority of the directors present at a meeting  at
which  a quorum is present shall be the act of the Board.   Any
action  required or permitted to be taken by the Board  may  be
taken without a meeting if all the directors consent thereto in
writing  and the writing or writings are filed with the minutes
of  proceedings  of the Board.  Any one or more  directors  may
participate in any meeting of the Board by means of  conference
telephone or similar communications equipment by means of which
all  persons participating in the meeting can hear each  other.
Participation by such means shall constitute presence in person
at a meeting of the Board.

  SECTION 9.  Resignation.  Any director may resign at any time
by  giving  written notice to the Chairman of  the  Board,  the
Chief Executive Officer or the Secretary, which notice shall be
deemed   to   constitute  notice  to  the  Corporation.    Such
resignation shall take effect upon receipt of such notice or at
any later time specified therein.

   SECTION 10.  Removal of Directors.  Subject to the rights of
the  holders  of Preferred Stock, any director may  be  removed
from  office  only  for cause by the affirmative  vote  of  the
holders  of at least 80% of the voting power of all  shares  of
the  Corporation entitled to vote generally in the election  of
directors, voting together as a single class.

  SECTION 11.  Compensation of Directors. The Board may provide
for the payment to any of the directors, other than officers or
employees  of  the  Corporation,  of  a  specified  amount  for
services  as a director or member of a committee of the  Board,
or  of  a  specified amount for attendance at each  regular  or
special Board meeting or committee meeting, or of both, and all
directors shall be reimbursed for expenses of attendance at any
such  meeting; provided, however, that nothing herein contained
shall  be  construed to preclude any director from serving  the
Corporation  in  any other capacity and receiving  compensation
therefor.

                          ARTICLE IV
                    COMMITTEES OF THE BOARD

   SECTION  1.  Appointment and Powers of Audit Committee.  The
Board shall, by resolution adopted by the affirmative vote of a
majority  of  the authorized number of directors, designate  an
Audit  Committee  of  the Board, which shall  consist  of  such
number  of  directors as the Board may determine and  shall  be
comprised  solely  of directors independent of  management  and
free  from any relationship that, in the opinion of the  Board,
would interfere with the exercise of independent judgment as  a
committee member. The Audit Committee shall (i) make recommenda-
tions to the Board as to the independent accountants to be

                             7

appointed by the Board; (ii) review with the independent
accountants  the scope of their examination; (iii) receive  the
reports   of   the  independent  accountants  and   meet   with
representatives  of  such  accountants  for  the   purpose   of
reviewing   and   considering  questions  relating   to   their
examination  and such reports; (iv) review, either directly  or
through  the  independent accountants, the internal  accounting
and auditing procedures of the Corporation and (v) perform such
other  functions as may be assigned to it from time to time  by
the  Board.   The Audit Committee may determine its  manner  of
acting  and fix the time and place of its meetings, unless  the
Board  shall otherwise provide.  A majority of the  members  of
the   Audit  Committee  shall  constitute  a  quorum  for   the
transaction  of business by the committee and  the  vote  of  a
majority  of the members of the committee present at a  meeting
at which a quorum is present shall be the act of the committee.

   SECTION  2.   Other  Committees.   The  Board  may,  by  the
affirmative  vote  of  a majority of the authorized  number  of
directors,  designate  members of the Board  to  constitute  an
Executive  Committee, a Management Development and Compensation
Committee  and  other committees of the Board, which  shall  in
each case consist of such number of directors as the Board  may
determine,  and  shall  have and may exercise,  to  the  extent
permitted by law, such powers and authority as the Board may by
resolution delegate to them and may authorize the seal  of  the
Corporation to be affixed to all papers which require it.  Each
such  committee may determine its manner of acting and fix  the
time  and  place  of  its  meetings,  unless  the  Board  shall
otherwise  provide.   A majority of the  members  of  any  such
committee  shall  constitute a quorum for  the  transaction  of
business  by  the committee and the vote of a majority  of  the
members  of  such  committee present at a meeting  at  which  a
quorum is present shall be the act of the committee.

   SECTION 3.  Action by Consent; Participation by Telephone or
Similar  Equipment.  Unless the Board shall otherwise  provide,
any  action required or permitted to be taken by any  committee
may  be taken without a meeting if all members of the committee
consent  thereto  in writing and the writing  or  writings  are
filed with the minutes of proceedings of the committee.  Unless
the  Board shall otherwise provide, any one or more members  of
any  committee may participate in any meeting of the  committee
by  means  of  conference  telephone or similar  communications
equipment  by means of which all persons participating  in  the
meeting can hear each other.  Participation by such means shall
constitute presence in person at a meeting of the committee.

   SECTION  4.  Changes in Committees; Resignations;  Removals.
The  Board  shall  have  power, by the affirmative  vote  of  a
majority of the authorized number of directors, at any time  to
change  the members of, to fill vacancies in, and to  discharge
any  committee of the Board.  Any member of any such  committee
may resign at any time by giving written notice to the Chairman
of the Board, the Chief Executive Officer, the Chairman of such
committee  or  the Secretary, which notice shall be  deemed  to
constitute  notice to the Corporation.  Such resignation  shall
take  effect upon receipt of such notice or at any  later  time
specified  therein.  Any member of any such  committee  may  be
removed  at  any  time, either with or without  cause,  by  the
affirmative  vote  of  a majority of the authorized  number  of
directors  at  any

                             8

meeting of the Board, provided such  removal shall have been
referred to in the notice of such meeting.

                           ARTICLE V
                           OFFICERS

   SECTION 1.  Number and Qualifications. The officers  of  the
Corporation may include a Chairman of the Board, Vice  Chairman
of  the Board, Chief Executive Officer, President, one or  more
Vice  Presidents,  General  Counsel, Treasurer,  Secretary  and
Controller;  provided, however, that any one  or  more  of  the
foregoing  offices may remain vacant from time to time,  except
as  otherwise  required  by law.  So far  as  practicable,  the
officers  shall be elected annually on the day  of  the  annual
meeting of Stockholders.  Each officer shall hold office  until
the next annual election of officers and until his successor is
elected  and  qualified, or until his death or  retirement,  or
until  he  shall have resigned or been removed  in  the  manner
hereinafter provided.  The same person may hold more  than  one
office.   The Chairman of the Board, the Vice Chairman  of  the
Board,  the Chief Executive Officer and the President shall  be
elected  from among the directors.  The Board may from time  to
time  elect or appoint such other officers or agents as may  be
necessary  or  desirable for the business of  the  Corporation.
Such  other  officers  and agents shall have  such  titles  and
duties  and shall hold their offices for such terms as  may  be
prescribed  by  the  Board.  The Chief  Executive  Officer  may
appoint one or more Deputy, Associate or Assistant officers, or
such  other  agents  as may be necessary or desirable  for  the
business  of  the  Corporation.  In case one  or  more  Deputy,
Associate or Assistant officers shall be appointed, the officer
such  appointee  assists may delegate to him the  authority  to
perform  such  of  the  officer's duties  as  the  officer  may
determine.

   SECTION 2.  Resignations. Any officer may resign at any time
by  giving  written notice to the Chairman of  the  Board,  the
Chief Executive Officer or the Secretary, which notice shall be
deemed   to   constitute  notice  to  the  Corporation.    Such
resignation shall take effect upon receipt of such notice or at
any later time specified therein.

   SECTION  3.  Removal.  Any officer or agent may be  removed,
either with or without cause, at any time, by the Board at  any
meeting, provided such removal shall have been referred  to  in
the  notice of such meeting; provided, further, that the  Chief
Executive  Officer may remove any agent appointed by the  Chief
Executive Officer.

   SECTION  4.   Vacancies.  Any vacancy  among  the  officers,
whether  caused  by death, resignation, removal  or  otherwise,
shall  be filled in the manner prescribed for election to  such
office.

  SECTION 5.  Chairman of the Board.  The Chairman of the Board
shall, if present, preside at all meetings of the Board and, in
the absence of the Chief Executive Officer, at all meetings  of
the  Stockholders.  He shall perform the duties incident to the
office  of the Chairman of the Board and all such other  duties
as  are  specified in these By-laws or as shall be assigned  to
him from time to time by the Board.

                              9

  SECTION 6.  Vice Chairman of the Board.  The Vice Chairman of
the  Board  shall, if present, preside at all meetings  of  the
Board  at which the Chairman of the Board shall not be  present
and  at  all meetings of the Stockholders at which neither  the
Chief Executive Officer nor the Chairman of the Board shall  be
present.   He  shall  perform such other  duties  as  shall  be
assigned  to  him from time to time by the Board or  the  Chief
Executive Officer.

   SECTION  7.   Chief Executive Officer.  The Chief  Executive
Officer  shall,  if  present, preside at all  meetings  of  the
Stockholders.  He shall have, under the control of  the  Board,
general  supervision and direction of the business and  affairs
of  the  Corporation.   He  shall at all  times  see  that  all
resolutions  or  determinations of the Board are  carried  into
effect.   He  may from time to time appoint, remove  or  change
members of and discharge one or more advisory committees,  each
of  which shall consist of such number of persons (who may, but
need  not,  be  directors or officers of the Corporation),  and
have  such  advisory duties, as he shall determine.   He  shall
perform  the  duties  incident  to  the  office  of  the  Chief
Executive Officer and all such other duties as are specified in
these By-laws or as shall be assigned to him from time to  time
by the Board.

   SECTION  8.   President. The President shall  be  the  chief
operating  officer  of the Corporation and shall  perform  such
duties  as  shall be assigned to him from time to time  by  the
Board or the Chief Executive Officer.

   SECTION  9.   Vice Presidents.  The Board shall,  if  it  so
determines,  elect  one  or  more Vice  Presidents  (with  such
additional  titles as the Board may prescribe),  each  of  whom
shall perform such duties as shall be assigned to him from time
to time by the Chief Executive Officer or such other officer to
whom the Vice President reports.

   SECTION 10.  General Counsel.  The General Counsel shall  be
the  chief legal officer of the Corporation and the head of its
legal  department.   He shall, in general, perform  the  duties
incident  to the office of General Counsel and all  such  other
duties as may be assigned to him from time to time by the Chief
Executive Officer.

   SECTION 11.  Treasurer.  The Treasurer shall have charge and
custody  of all funds and securities of the Corporation,  shall
keep  full  and accurate accounts of receipts and disbursements
in  books belonging to the Corporation, shall deposit all funds
of  the  Corporation in such depositaries as may be  designated
pursuant  to  these By-laws, shall receive, and  give  receipts
for,  moneys due and payable to the Corporation from any source
whatsoever,  shall  disburse the funds of the  Corporation  and
shall  render to all regular meetings of the Board, or whenever
the  Board  may require, an account of all his transactions  as
Treasurer.   He  shall,  in general,  perform  all  the  duties
incident  to the office of Treasurer and all such other  duties
as  may  be  assigned to him from time to  time  by  the  Chief
Executive  Officer or such other officer to whom the  Treasurer
reports.

  SECTION 12.  Secretary.  The Secretary shall, if present, act
as  secretary  of  all  meetings of the  Board,  the  Executive
Committee   and   other  committees  of  the  Board   and   the
Stockholders and shall have the duty to record the  proceedings
of  such  meetings  in  one  or

                            10

more books provided for that purpose.  He shall see that all
notices are duly  given  in accordance with these By-laws and
as required by law, shall be custodian of the seal of the
Corporation and shall affix and attest the seal to all documents
to be executed on  behalf  of the  Corporation under its seal.
He shall, in general, perform all the duties incident to the
office of Secretary and all such other duties as may be assigned
to him from time to time by the Chief Executive Officer or such
other officer to whom the Secretary reports.

   SECTION 13.  Controller.  The Controller shall have  control
of  all  the books of account of the Corporation, shall keep  a
true and accurate record of all property owned by it, its debts
and  of  its  revenues and expenses, shall keep all  accounting
records of the Corporation (other than the accounts of receipts
and  disbursements and those relating to the deposit or custody
of funds and securities of the Corporation, which shall be kept
by  the Treasurer) and shall render to the Board, whenever  the
Board may require, an account of the financial condition of the
Corporation.   He  shall, in general, perform  all  the  duties
incident to the office of Controller and all such other  duties
as  may  be  assigned to him from time to  time  by  the  Chief
Executive  Officer or such other officer to whom the Controller
reports.

   SECTION  14.  Bonds of Officers.  If required by the  Board,
any  officer  of  the Corporation shall give  a  bond  for  the
faithful  discharge of his duties in such amount and with  such
surety or sureties as the Board may require.

  SECTION 15.  Compensation. The salaries of the officers shall
be  fixed  from  time to time by the Board; provided,  however,
that  the Chief Executive Officer may fix or delegate to others
the  authority to fix the salaries of any agents  appointed  by
the Chief Executive Officer.

   SECTION  16.  Officers of Operating Companies or  Divisions.
The  Chief  Executive Officer shall have the power to  appoint,
prescribe the terms of office, the responsibilities and  duties
and  salaries  of,  and remove, the officers of  the  operating
companies or divisions other than those who are officers of the
Corporation.

   SECTION  17.  Provisions Relating to Michael R.  Bonsignore.
Pursuant  to  the  terms of the Agreement and Plan  of  Merger,
dated  June 4, 1999, among Honeywell Inc., the Corporation  and
Blossom  Acquisition  Corp. (the "Merger  Agreement")  and  the
employment  agreement referred to in Section 6.7 of the  Merger
Agreement  (the "Employment Agreement") Michael  R.  Bonsignore
has  been  elected Chief Executive Officer of  the  Corporation
effective  as  of the effective time of the merger contemplated
by  the Merger Agreement and Chairman of the Board effective as
of  April 1, 2000 (or such earlier date as Lawrence A.  Bossidy
shall retire as Chairman). Notwithstanding anything in these By-
laws  to  the  contrary, until the second  anniversary  of  the
effective  time of the merger, (i) the removal  of  Michael  R.
Bonsignore  from  the  position of Chief Executive  Officer  or
Chairman of the Board, (ii) prior to the effective date of  his
election  as  Chairman  of  the Board,  the  reversal  of  such
election,  (iii)  any change in Michael R. Bonsignore's  duties
and  responsibilities as set forth in the Employment  Agreement
not  concurred  in  by  him,  or  (iv)  any  amendment  to,  or
modification  of, this Section 17 by the Board,  shall  require
the  affirmative  vote of at least 75% of the  members  of  the
Board   (excluding  the  Chief  Executive  Officer);  provided,

                             11

however, that if, at any time prior to such second anniversary,
the persons (other than the Chief Executive Officer) designated
by  Honeywell  Inc. pursuant to Section 2.2(a)  of  the  Merger
Agreement  (the  "Merger Agreement Designees") shall  represent
less  than 25% of the members of the Board (excluding the Chief
Executive Officer), then, such removal, amendment, reversal  or
modification, as applicable, shall require, in addition to  the
vote  of  the Board otherwise required therefor by this Section
17,  the  affirmative  vote of at least  one  Merger  Agreement
Designee.

                          ARTICLE VI
            CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC

   SECTION 1.  Contracts.  The Board may authorize any  officer
or  officers, agent or agents, in the name and on behalf of the
Corporation,  to  enter into any contract  or  to  execute  and
deliver  any instrument, which authorization may be general  or
confined  to  specific instances; and, unless so authorized  by
the  Board, no officer, agent or employee shall have any  power
or  authority  to  bind  the Corporation  by  any  contract  or
engagement  or  to  pledge its credit or to  render  it  liable
pecuniarily for any purpose or for any amount.

   SECTION  2.   Checks,  etc.  All checks,  drafts,  bills  of
exchange  or other orders for the payment of money out  of  the
funds  of the Corporation, and all notes or other evidences  of
indebtedness of the Corporation, shall be signed  in  the  name
and  on behalf of the Corporation in such manner as shall  from
time  to  time  be authorized by the Board, which authorization
may be general or confined to specific instances.

   SECTION 3.  Loans.  No loan shall be contracted on behalf of
the Corporation, and no negotiable paper shall be issued in its
name,  unless authorized by the Board, which authorization  may
be  general  or  confined to specific  instances.   All  bonds,
debentures,  notes  and  other  obligations  or  evidences   of
indebtedness of the Corporation issued for such loans shall  be
made,  executed  and  delivered as the Board  shall  authorize,
which  authorization  may be general or  confined  to  specific
instances.

   SECTION  4.   Deposits.  All funds of  the  Corporation  not
otherwise employed shall be deposited from time to time to  the
credit  of  the Corporation in such banks, trust  companies  or
other  depositaries  as may be selected by  or  in  the  manner
designated by the Board.  The Board or its designees  may  make
such  special rules and regulations with respect to  such  bank
accounts,  not inconsistent with the provisions  of  these  By-
laws, as may be deemed expedient.

                          ARTICLE VII
                         CAPITAL STOCK

  SECTION 1.  Stock Certificates and Uncertificated Shares. The
shares of the Corporation may be represented by certificates or
may  be uncertificated.  Each Stockholder shall be entitled  to
have,  in  such  form  as shall be approved  by  the  Board,  a
certificate or certificates signed by the Chairman of the Board
or  the  Vice Chairman of the Board or the President or a  Vice
President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary representing the number  of
shares  of  capital  stock  of the Corporation

                             12

owned  by  such Stockholder.  Any  or  all  of  the  signatures
on any such certificate may be a facsimile. In case any officer,
transfer agent  or registrar who has signed or whose facsimile
signature has been placed upon any such certificate shall have
ceased to be such before such certificate is issued, such
certificate may be issued by the Corporation with the same effect
as if such officer, transfer agent or registrar had been such at
the date of its issue.  Absent a specific request for such a
certificate by the registered owner or transferee thereof,
all shares may be uncertificated upon the original issuance
thereof by the Corporation or upon surrender of the certificate
representing such shares to the Corporation or its transfer agent.

   SECTION  2.   List of Stockholders Entitled  to  Vote.   The
officer  of the Corporation who has charge of the stock  ledger
of  the Corporation shall prepare or cause to have prepared, at
least  10 days before every meeting of Stockholders, a complete
list  of  the  Stockholders entitled to vote  at  the  meeting,
arranged in alphabetical order, and showing the address of each
Stockholder and the number of shares registered in the name  of
each  Stockholder.  Such list shall be open to the  examination
of  any  Stockholder, for any purpose germane to  the  meeting,
during  ordinary business hours, for a period of  at  least  10
days  prior to the meeting, either at a place within  the  city
where the meeting is to be held, which place shall be specified
in  the notice of the meeting, or, if not so specified, at  the
place where the meeting is to be held.  The list shall also  be
produced  and kept at the time and place of the meeting  during
the whole time thereof, and may be inspected by any Stockholder
of the Corporation who is present.

  SECTION 3.  Stock Ledger. The stock ledger of the Corporation
shall  be  the  only  evidence as to who are  the  Stockholders
entitled  to  examine the stock ledger, the  list  required  by
Section  2 of this Article VII or the books of the Corporation,
or   to  vote  in  person  or  by  proxy  at  any  meeting   of
Stockholders.

   SECTION 4.  Transfers of Capital Stock.  Transfers of shares
of  capital stock of the Corporation shall be registered on the
stock  record  of  the  Corporation, and if  requested  by  the
registered owner or transferee thereof, a new certificate shall
be issued to the person entitled thereto, upon presentation and
surrender,  with  a  request  to  register  transfer,  of   the
certificate  or  certificates representing the shares  properly
endorsed  by the holder of record or accompanied by a  separate
document   signed  by  the  holder  of  record  containing   an
assignment  or transfer of the shares or a power to  assign  or
transfer  the  shares or upon presentation of  proper  transfer
instructions  from  the  holder  of  record  of  uncertificated
shares.    The  Board  may  make  such  additional  rules   and
regulations as it may deem expedient concerning the  issue  and
transfer  of  certificates representing shares of  the  capital
stock of the Corporation.

   SECTION  5.  Lost Certificates.  The Corporation  may  issue
uncertificated shares, or if requested by the registered owner,
a  new certificate or cause a new certificate to be issued,  in
place  of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making
of  an  affidavit  of  that  fact by the  person  claiming  the
certificate  to be lost, stolen or destroyed.  The  Corporation
may  require  the  owner  of  such lost,  stolen  or  destroyed
certificate,  or  his  legal  representative,   to   give   the
Corporation a bond sufficient to indemnify it against any claim
that  may  be  made against it on account of the alleged  loss,
theft or destruction of any such certificate or the issuance of
such new certificate.

                             13

   SECTION  6.   Fixing  of  Record Date.  In  order  that  the
Corporation may determine the Stockholders entitled  to  notice
of or to vote at any meeting of Stockholders or any adjournment
thereof,  the  Board may fix a record date, which  record  date
shall not precede the date upon which the resolution fixing the
record date is adopted by the Board and which record date shall
not  be  more than 60 nor less than 10 days before the date  of
such  meeting.   A  determination  of  Stockholders  of  record
entitled  to  notice of or to vote at a meeting of Stockholders
shall  apply  to  any  adjournment of  the  meeting;  provided,
however,  that  the  Board may fix a new record  date  for  the
adjourned meeting.  In order that the Corporation may determine
the Stockholders entitled to receive payment of any dividend or
other   distribution  or  allotment  of  any  rights   or   the
Stockholders entitled to exercise any rights in respect of  any
change,  conversion or exchange of capital  stock  or  for  the
purpose of any other lawful action, the Board may fix a  record
date,  which record date shall not precede the date upon  which
the  resolution  fixing the record date is adopted,  and  which
record  date  shall  be not more than 60  days  prior  to  such
action.

   SECTION 7.  Registered Owners. Prior to due presentment  for
registration  of transfer of a certificate representing  shares
of  capital  stock  of the Corporation or  of  proper  transfer
instructions  with  respect  to  uncertificated   shares,   the
Corporation  may treat the registered owner of such  shares  as
the  person exclusively entitled to vote, to receive dividends,
to  receive  notifications, and otherwise to exercise  all  the
rights  and  powers  of  an owner of  such  shares,  except  as
otherwise provided by law.

                         ARTICLE VIII
                          FISCAL YEAR

   The  Corporation's  fiscal  year  shall  coincide  with  the
calendar year.

                          ARTICLE IX
                             SEAL

   The  Corporation's seal shall be circular in form and  shall
include  the  words  "Honeywell International  Inc.,  Delaware,
1985, Seal."

                           ARTICLE X
                       WAIVER OF NOTICE

   Whenever  any notice is required by law, the Certificate  of
Incorporation  or these By-laws, to be given to  any  director,
member  of  a  committee or Stockholder, a  waiver  thereof  in
writing,  signed  by  the person or persons  entitled  to  said
notice, whether before or after the time stated therein,  shall
be  deemed  equivalent thereto.  Attendance of a  person  at  a
meeting  shall  constitute a waiver of notice of such  meeting,
except  when  the  person  attends a meeting  for  the  express
purpose of objecting, at the beginning of the meeting,  to  the
transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be transacted  at,
nor  the  purpose  of, any regular or special  meeting  of  the
Stockholders, directors, or members of a committee of directors
need be specified in any written waiver of notice.

                             14

                          ARTICLE XI
                          AMENDMENTS

   These  By-laws or any of them may be amended or supplemented
in  any  respect  at  any time, either (a) at  any  meeting  of
Stockholders,   provided  that  any  amendment  or   supplement
proposed  to be acted upon at any such meeting shall have  been
described or referred to in the notice of such meeting, or  (b)
at  any  meeting of the Board, provided that any  amendment  or
supplement proposed to be acted upon at any such meeting  shall
have  been  described  or referred to in  the  notice  of  such
meeting or an announcement with respect thereto shall have been
made  at  the last previous Board meeting, and provided further
that no amendment or supplement adopted by the Board shall vary
or  conflict  with any amendment or supplement adopted  by  the
Stockholders.   Notwithstanding  the  preceding  sentence,  the
affirmative vote of the holders of at least 80% of  the  voting
power  of the then outstanding shares of capital stock  of  the
Corporation  entitled  to vote generally  in  the  election  of
directors, voting together as a single class, shall be required
to  amend or repeal, or adopt any provisions inconsistent with,
Section 3 of Article II of these By-laws, Sections 2 or  10  of
Article III of these By-laws, or this sentence.

                          ARTICLE XII
                       EMERGENCY BY-LAWS

   SECTION  1.  Emergency Board of Directors.  In  case  of  an
attack  on  the  United States or on a locality  in  which  the
Corporation conducts its business or customarily holds meetings
of  the  Board  or the Stockholders, or during any  nuclear  or
atomic disaster, or during the existence of any catastrophe, or
other  similar  emergency condition, as a  result  of  which  a
quorum  of  the Board or a committee thereof cannot readily  be
convened for action in accordance with the provisions of the By-
laws,  the  business  and affairs of the Corporation  shall  be
managed  by  or  under the direction of an Emergency  Board  of
Directors  (hereinafter called the Emergency Board) established
in accordance with Section 2 of this Article XII.

   SECTION 2.  Membership of Emergency Board of Directors.  The
Emergency  Board  shall  consist  of  at  least  three  of  the
following   persons  present  or  available  at  the  Emergency
Corporate  Headquarters determined according to  Section  5  of
this  Article XII: (i) those persons who were directors at  the
time  of  the attack or other event mentioned in Section  1  of
this  Article XII, and (ii) any other persons appointed by such
directors  to  the extent required to provide a quorum  at  any
meeting  of the Board.  If there are no such directors  present
or  available  at  the  Emergency Corporate  Headquarters,  the
Emergency  Board  shall  consist of the  three  highest-ranking
officers  or employees of the Corporation present or  available
and any other persons appointed by them.

   SECTION  3.   Powers of the Emergency Board.  The  Emergency
Board  will have the same powers as those granted to the  Board
in  these By-laws, but will not be bound by any requirement  of
these  By-laws which a majority of the Emergency Board believes
impracticable under the circumstances.

                            15

   SECTION  4.  Stockholders' Meeting.  At such time as  it  is
practicable to do so the Emergency Board shall call  a  meeting
of  Stockholders  for the purpose of electing directors.   Such
meeting  will  be held at a time and place to be fixed  by  the
Emergency Board and pursuant to such notice to Stockholders  as
it is deemed practicable to give.  The Stockholders entitled to
vote at the meeting, present in person or represented by proxy,
shall constitute a quorum.

   SECTION  5.   Emergency  Corporate Headquarters.   Emergency
Corporate  Headquarters shall be at such location as the  Board
or  the  Chief Executive Officer shall determine prior  to  the
attack  or other event, or if not so determined, at such  place
as the Emergency Board may determine.

     SECTION 6.  Limitation of Liability.  No officer, director
or employee acting in accordance with the provisions of this
Article XII shall be liable except for willful misconduct.

                             16

                                                     Exhibit 15
                                                     ----------

August 11, 2000

Securities and Exchange Commission
450 Fifth Street
Washington, DC  20549

Commissioners:

We are aware that our report dated July 28, 2000 on our review
of interim financial information of Honeywell International
Inc. for the period ended June 30, 2000 and included in
Honeywell's quarterly report on form 10-Q for the quarter then
ended is incorporated by reference in its Registration
Statements on Forms S-8 (Nos. 33-09896, 33-51455, 33-55410, 33-
58347, 33-60261, 333-57509, 333-57515, 333-57517, 333-57519,
333-83511, 333-88141, 333-31370 and 333-34764), on Forms S-3
(Nos. 33-14071, 33-55425, 33-64245, 333-22355, 333-49455, 333-
68847, 333-74075, 333-86157 and 333-34760) and on Form S-4 (No.
333-82049).

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

  

 5

This schedule contains summary financial information extracted from the
consolidated balance sheet at June 30, 2000 and the consolidated statement of
income for the six months ended June 30, 2000 and is qualified in its entirety
by reference to such financial statements.

 1,000,000

                   6-MOS
                          DEC-31-2000
                               JUN-30-2000
                                             959
                                         0
                                    3,702
                                        93
                                      3,744
                                 9,851
                                          12,710
                                   7,208
                                  24,936
                            7,995
                                          3,444
                                0
                                          0
                                           958
                                       8,494
                    24,936
                                         12,353
                                12,353
                                            9,121
                                    9,121
                                     0
                                     0
                                 240
                                  1,614
                                       491
                              1,123
                                       0
                                      0
                                            0
                                     1,123
                                       1.41
                                     1.39