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 March 31, 2001
                                           ______________
                                   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                               March 31, 2001
- ---------------------                               ----------------
  $1 par value                                      809,281,480 shares

                    Honeywell International Inc.

                                Index

                                                         Page No.
                                                         --------

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

         Item 1. Condensed Financial Statements:

                 Consolidated Balance Sheet -
                   March 31, 2001 and December 31, 2000            3

                 Consolidated Statement of Income -
                   Three Months Ended March 31, 2001 and 2000      4

                 Consolidated Statement of Cash Flows -
                   Three Months Ended March 31, 2001 and 2000      5

                 Notes to Financial Statements                     6

                 Report of Independent Accountants                15

     Item 2.     Management's Discussion and Analysis
                   of Financial Condition and
                   Results of Operations                          16

     Item 3.     Quantitative and Qualitative Disclosures About
                   Market Risk                                    19

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

     Item 6.    Exhibits and Reports on Form 8-K                  19

Signatures                                                        20

                            2

ITEM 1.              CONDENSED FINANCIAL STATEMENTS
                     ------------------------------

                      Honeywell International Inc.
                       Consolidated Balance Sheet
                            (Unaudited)

                                       March 31,   December 31,
                                         2001        2000
                                      ----------   ------------
                                        (Dollars in millions)
ASSETS
Current assets:
  Cash and cash equivalents              $ 1,074       $ 1,196
  Accounts and notes receivable            4,153         4,623
  Inventories                              3,830         3,734
  Other current assets                     1,234         1,108
                                         -------       -------
        Total current assets              10,291        10,661

Investments and long-term receivables        653           748
Property, plant and equipment - net        5,128         5,230
Goodwill and other intangible
  assets - net                             5,921         5,898
Other assets                               2,795         2,638
                                         -------       -------
Total assets                             $24,788       $25,175
                                         =======       =======
LIABILITIES
Current liabilities:
  Accounts payable                       $ 2,189       $ 2,364
  Short-term borrowings                      353           110
  Commercial paper                         1,240         1,192
  Current maturities of long-term debt       148           380
  Accrued liabilities                      3,148         3,168
                                         -------       -------
        Total current liabilities          7,078         7,214

Long-term debt                             3,906         3,941
Deferred income taxes                      1,182         1,173
Postretirement benefit obligations
  other than pensions                      1,878         1,887
Other liabilities                          1,152         1,253

SHAREOWNERS' EQUITY
Capital - common stock issued                958           958
        - additional paid-in capital       2,852         2,782
Common stock held in treasury, at cost    (4,291)       (4,296)
Accumulated other nonowner changes          (807)         (729)
Retained earnings                         10,880        10,992
                                          ------        ------
        Total shareowners' equity          9,592         9,707
                                          ------        ------
Total liabilities and shareowners'equity $24,788       $25,175
                                         =======       =======

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

                             3

                    Honeywell International Inc.
                  Consolidated Statement of Income
                             (Unaudited)

                                                     Three Months Ended
                                                         March 31,
                                                     ------------------
                                                     2001      2000
                                                     ----      ----
                                                  (Dollars in millions,
                                                 except per share amounts)

Net sales                                          $5,944     $6,044
Costs, expenses and other                          ------     ------
  Cost of goods sold                                4,973      4,450
  Selling, general and administrative
    expenses                                          768        758
  Equity in (income) loss of affiliated
    companies                                         103         (4)
  Other (income) expense                               (4)       (10)
  Interest and other financial charges                111        111
                                                   ------     ------
                                                    5,951      5,305
                                                   ------     ------
Income (loss) before taxes on income                   (7)       739
Taxes (benefit) on income                             (48)       233
                                                   ------     ------
Net income                                         $   41     $  506
                                                   ======     ======
Earnings per share of common
  stock - basic                                    $ 0.05     $ 0.64
                                                   ======     ======
Earnings per share of common
  stock - assuming dilution                        $ 0.05     $ 0.63
                                                   ======     ======
Cash dividends per share of
  common stock                                     $.1875     $.1875
                                                   ======     ======

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

                            4

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

                                                          Three Months Ended
                                                               March 31,
                                                          ------------------
                                                             2001       2000
                                                             ----       ----
                                                         (Dollars in millions)
Cash flows from operating activities:
  Net income                                               $   41       $506
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Repositioning and other charges                           596          -
    Depreciation and amortization                             239        262
    Equity income, net of distributions                         9         17
    Deferred income taxes                                    (137)         4
    Net taxes paid on sales of businesses                     (12)         -
    Other                                                    (182)      (196)
    Changes in assets and liabilities, net of the effects
    of acquisitions and divestitures:
       Accounts and notes receivable                          365        208
       Inventories                                           (160)        23
       Other current assets                                   (22)       (41)
       Accounts payable                                      (143)       (57)
       Accrued liabilities                                   (347)      (339)
                                                            -----      -----
Net cash provided by operating activities                     247        387
                                                            -----      -----
Cash flows from investing activities:
  Expenditures for property, plant and equipment             (173)      (164)
  Proceeds from disposals of property, plant and
   equipment                                                   26         42
 (Increase) in investments                                     (1)         -
  Cash paid for acquisitions                                  (85)    (2,313)
  Proceeds from sales of businesses                             -         21
  Decrease in short-term investments                            -          1
                                                            -----      -----
Net cash (used for) investing activities                     (233)    (2,413)
                                                            -----     ------
Cash flows from financing activities:
  Net increase in commercial paper                             48        297
  Net increase (decrease) in short-term borrowins             243       (173)
  Proceeds from issuance of common stock                       19         33
  Proceeds from issuance of long-term debt                      -      1,051
  Payments of long-term debt                                 (278)       (24)
  Repurchases of common stock                                 (15)         -
  Cash dividends on common stock                             (153)      (149)
                                                            -----      -----
Net cash (used for) provided by financing activities         (136)     1,035
                                                            -----      -----
Net (decrease) in cash and cash equivalents                  (122)      (991)
Cash and cash equivalents at beginning of year              1,196      1,991
                                                            -----      -----
Cash and cash equivalents at end of period                 $1,074     $1,000
                                                           ======     ======

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

                             5

                       Honeywell International Inc.
                      Notes to Financial Statements
                              (Unaudited)
            (Dollars 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 March 31, 2001 and the results of
operations and cash flows for the three months ended March 31, 2001
and 2000.  The results of operations for the three-month period
ended March 31, 2001 should not necessarily be taken as indicative
of the results of operations that may be expected for the entire
year 2001.

The financial information as of March 31, 2001 should be read in
conjunction with the financial statements contained in our Annual
Report on Form 10-K for 2000.

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

                                                 March 31,     December 31,
                                                   2001            2000
                                                ----------      -----------
          Trade                                   $3,744           $3,967
          Other                                      523              755
                                                  ------           ------
                                                   4,267            4,722
          Less - Allowance for doubtful
                 accounts and refunds               (114)             (99)
                                                   -----            -----
                                                  $4,153           $4,623
                                                  ======           ======
NOTE 3. Inventories consist of the following:

                                                 March 31,     December 31,
                                                   2001           2000
                                                ---------      -----------
          Raw materials                          $1,218           $1,262
          Work in process                           906              809
          Finished products                       1,888            1,797
                                                 ------            -----
                                                  4,012            3,868
          Less - Progress payments                  (47)              (5)
                 Reduction to LIFO cost basis      (135)            (129)
                                                  -----             ----
                                                 $3,830           $3,734
                                                 ======           ======

NOTE 4.  Total nonowner changes in shareowners' equity consist of the following:

                                                Three Months Ended
                                                     March 31,
                                               ----------------------
                                                   2001      2000
                                                   ----      ----

Net income                                       $  41       $506
Foreign exchange translation
   adjustments                                     (74)       (26)
Derivatives qualifying as
   hedges                                           (4)       -
Unrealized holding (losses)
   on securities available                          -         (10)
   for sale                                      -----       ----
                                                  $(37)      $470
                                                  =====      ====

                             6

NOTE 5.  Segment financial data follows:

                                          Three Months Ended March 31,
                           --------------------------------------------------
                                        Net Sales            Segment Profit
                           ---------------------------  ---------------------
                                     2001    2000             2001       2000
                                     ----    ----             ----       ----

Aerospace Solutions                 $2,411  $2,396           $ 451       $ 493
Automation & Control                 1,748   1,700             188         190
Performance Materials                  913   1,025              38          95
Power & Transportation
  Products                             860     904              50          88
Corporate                               12      19             (29)        (30)
                                    ------   -----           -----       -----
                                    $5,944  $6,044             698         836
                                    ======  ======           -----       -----
Equity in income (loss)
  of affiliated companies                                       (8)          4
Other income                                                     9          10
Interest and other
  financial charges                                           (111)       (111)
Cumulative effect of
  accounting change                                              1          -
Repositioning and other
  charges                                                     (596)         -
                                                             -----       -----
Income (loss) before taxes                                   $  (7)      $ 739
  on income                                                  =====       =====

NOTE 6  The details of the earnings per share calculations for the three-month
periods ended March 31, 2001 and 2000 follow:

                                       2001                    2000
                            -------------------------   -----------------------
                                               Per                       Per
                                      Average  Share             Average Share
                             Income   Shares   Amount    Income  Shares  Amount
                              ------  -------  ------    ------  ------  ------
Earnings per share of
  common stock - basic         $41     809.4    $ .05     $506     796.6  $ .64
Dilutive securities issuable
  in connection with stock               5.8                        10.1
  plans                        ----    -----    -----    ----      -----  -----

Earnings per share of common
 stock - assuming dilution     $41     815.2    $ .05     $506     806.7  $ .63
                               ===     =====    =====     =====    =====  =====

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-
month periods ended March 31, 2001 and 2000, the number of stock
options not included in the computations were 15.6 and 13.2 million,
respectively.  These stock options were outstanding at the end of
each of the respective periods.

                              7

NOTE 7.  On October 22, 2000, Honeywell and General Electric Company
(GE) entered into an Agreement and Plan of Merger (Merger Agreement)
providing for a business combination between Honeywell and GE. When
the merger is effective, a wholly-owned subsidiary of GE will be
merged with and into Honeywell, and Honeywell will become a
wholly-owned subsidiary of GE and each issued and outstanding share
of common stock of Honeywell will be converted into the right to
receive 1.055 shares of common stock of GE, with fractional shares
paid in cash. The merger, which was approved by Honeywell
shareowners on January 10, 2001, is subject to certain remaining
conditions, which include review or approval of the transaction by
various governmental authorities. GE and Honeywell are working with
regulatory agencies to complete the required reviews or obtain
required approvals so that the transaction can close as early as
possible in 2001. The Merger Agreement provides for payment of a
$1.35 billion termination fee by Honeywell under certain
circumstances. In connection with the execution of the Merger
Agreement, Honeywell and GE entered into a stock option agreement
pursuant to which Honeywell granted to GE an option to purchase up
to 19.9 percent of Honeywell's outstanding shares of common stock.
The option is exercisable in the same circumstances under which
Honeywell is required to pay to GE the $1.35 billion termination
fee.

NOTE 8.  Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities", as
amended (SFAS No. 133), was adopted by Honeywell as of January 1,
2001.  SFAS No. 133 requires all derivatives to be recorded on the
balance sheet as assets or liabilities, measured at fair value.  For
derivatives designated as hedging the value of  assets or
liabilities, the changes in the fair values of both the derivatives
and the hedged items are recorded in current earnings. For
derivatives designated as  cash flow hedges, the effective portion
of the changes in fair value of the derivatives are recorded in
other nonowner changes and subsequently recognized in earnings when
the hedged items impact income. Changes in the fair value of
derivatives not designated as hedges and the ineffective portion of
cash flow hedges are recorded in current earnings.

     As a result of our global operating and financing activities,
we are exposed to market risks from changes in interest and foreign
currency exchange rates, which may adversely affect our operating
results and financial position.  As discussed more fully in Note 18
of our 2000 Annual Report on Form 10-K, we minimize our risks from
interest and foreign currency exchange rate fluctuations through our
normal operating and financing activities and, when deemed
appropriate, through the use of derivative financial instruments.
The January 1, 2001 accounting change described above affected only
the pattern and timing of non-cash accounting recognition.

     The adoption of SFAS No. 133 as of January 1, 2001 resulted in
a cumulative effect adjustment of $1 million of income that is
included in other (income) expense.  Additionally, this accounting
change did not significantly impact operating results for the three
months ended March 31, 2001 and is not expected to significantly
impact future operating results.

NOTE 9.  In the first quarter of 2001, we recognized a repositioning
charge  of  $297 million for the cost of actions designed to  reduce
our  cost  structure  and improve our future  profitability.   These
actions  consisted of announced global workforce reductions totaling
approximately  6,500  manufacturing  and  administrative   positions
across  all  of  our reportable segments.  The repositioning  charge
also  included  asset impairments and other exit  costs  related  to
plant closures and the rationalization of manufacturing capacity and
infrastructure principally in our Performance Polymers &  Chemicals,
Electronic   Materials,  Transportation  and   Power   Systems   and
Automotive Consumer Products Group businesses. The components of the

                             8

charge  included severance costs of $259 million, asset  impairments
of  $24  million  and  other exit costs of $14 million.  The  pretax
impact  of  the  repositioning charge by reportable segment  was  as
follows: Automation & Control - $132 million; Aerospace Solutions  -
$64   million;  Performance  Materials  -  $44  million;   Power   &
Transportation Products - $37 million; and Corporate - $20 million.

     As  disclosed  in  our  2000 Annual Report  on  Form  10-K,  we
recognized repositioning charges totaling $338 million in 2000 (none
were  recognized in the first quarter of 2000).   The components  of
the   charges  included  severance  costs  of  $157  million,  asset
impairments  of  $141 million and other exit costs of  $40  million.
The   workforce   reductions  consisted   of   approximately   2,800
manufacturing  and administrative positions and are expected  to  be
substantially  completed by the end of the second quarter  of  2001.
Also,  $46 million of accruals established in 1999, principally  for
severance,  were  returned to income in  2000  due  to  higher  than
expected voluntary employee attrition resulting in reduced severance
liabilities.

 The following table summarizes the status of our total repositioning costs.

                               Severance        Asset         Exit
                                 Costs       Impairments      Costs       Total
                                 -----       -----------      -----       -----

Balance at December 31, 2000     $236           $ -            $80         $316
2001 charges                      259            24             14          297
2001 usage                        (53)          (24)            (6)         (83)
                                 ----           ----           ----        -----
Balance at March 31, 2001        $442           $ -            $88         $530
                                 ====           ====           ===         ====

     In  the  first quarter of 2001, we recognized in cost of  goods
sold other charges consisting of customer claims and settlements  of
contracts and contingent liabilities totaling $148 million and write-
offs  of  customer receivables and inventories totaling $50 million.
We  also  recognized  in  equity  in  (income)  loss  of  affiliated
companies  charges totaling $95 million related  to  an  other  than
temporary  decline in value of an equity investment  and  an  equity
investee's loss contract.  We also redeemed our $200 million 5 3/4%
dealer remarketable securities due 2011, resulting in a loss  of  $6
million that is included in other (income) expense.

      The  total impact of repositioning and other charges was  $596
million  for  the  three months ended March 31,  2001.   The  pretax
distribution  of  the  repositioning and  other  charges  by  income
statement classification was as follows: cost of goods sold  -  $474
million; selling, general and administrative expenses - $21 million;
equity  in (income) loss of affiliated companies - $95 million;  and
other (income) expense - $6 million.

NOTE  10.   LITTON  LITIGATION - On March 13, 1990, Litton  Systems,
Inc.  (Litton) filed a legal action against Honeywell  Inc.  (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

                             9

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
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;

                            10

(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.

     On February 5, 2001, a three judge panel of the Federal Circuit
court  affirmed  the  trial  court's  rulings  granting  the  former
Honeywell's  Motion  for Judgment as a Matter  of  Law  and  Summary
Judgment  on  the patent claims, agreeing that the former  Honeywell
did  not  infringe. On the state law claims, the panel  vacated  the
jury's verdict in favor of Litton, reversed the trial court's  grant
of  judgment  as  a  matter  of law for the  former  Honeywell,  and
remanded  the case to the trial court for further proceedings  under
state law to resolve certain factual issues that it held should have
been  submitted  to  the  jury. Litton has  sought  review  of  this
decision by the U.S. Supreme Court.

      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  do
not  expect  that  in the absence of any patent infringement  Litton
will  be  able to prove any tortious conduct by the former Honeywell
under  state law that interfered with Litton's contracts or business
prospects. We believe that it is reasonably possible that no damages
will ultimately be awarded to Litton.

      Although  it  is not possible at this time to predict  whether
Litton's  appeal  to the U.S. Supreme Court will succeed,  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
our financial statements with respect to this contingent liability.

                             11

     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.

      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

                              12

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  is  stayed  pending resolution of the  former  Honeywell's
post-judgment  motions and the disposition of any 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 our 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 several purported class action lawsuits
filed  in the United States District Court for the District  of  New
Jersey   (the   Securities  Law  Complaints).  The  Securities   Law
Complaints  principally allege 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.

      In  addition, Honeywell, seven of its officers and  its  Board
have  been  named as defendants in a purported shareowner derivative
action  which  was filed on November 27, 2000 in the  United  States
District  Court  for  the  District of New  Jersey  (the  Derivative
Complaint).  The  Derivative Complaint alleges a  single  claim  for
breach  of  fiduciary duty based on nearly identical allegations  to
those set forth in the Securities Law Complaints.

      We  believe  that there is no factual or legal basis  for  the
allegations  in  the  Securities Law Complaints and  the  Derivative
Complaint.  Although it is not possible at this time to predict  the
result  of  these cases, we expect to prevail. However,  an  adverse
outcome  could be material to our financial position or  results  of
operations. As a result of the uncertainty regarding the outcome  of
this  matter, no

                             13

provision has been made in our financial statements with respect to
this contingent liability.

                             14

                   Report of Independent Accountants
                   ---------------------------------

To the Board of Directors and Shareowners
of Honeywell International Inc.

We have reviewed the accompanying consolidated balance sheet of
Honeywell International Inc. and its subsidiaries as of March 31,
2001, and the related consolidated statements of income for each of
the three-month periods ended March 31, 2001 and 2000 and the
consolidated statements of cash flows for the three-month periods
ended March 31, 2001 and 2000. 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 accounting
principles generally accepted in the United States of America.

We previously audited in accordance with auditing standards
generally accepted in the United States of America, the consolidated
balance sheet as of December 31, 2000, 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
February 9, 2001, 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, 2000, is fairly stated in all material respects
in relation to the consolidated balance sheet from which it has been
derived.

 PricewaterhouseCoopers LLP
 Florham Park, NJ
 May 8, 2001

                             15

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

A. RESULTS OF OPERATIONS - FIRST QUARTER 2001 COMPARED WITH FIRST QUARTER 2000
   ---------------------------------------------------------------------------
   Net sales in the first quarter of 2001 were $5,944 million, a
decrease of $100 million, or 2 percent compared with the first
quarter of 2000.  The decrease in sales is attributable to the
following:

         Acquisitions                           2 %
         Divestitures                          (2)
         Volume/price                           -
         Foreign exchange                      (2)
                                               ---
                                               (2)%
                                               ===

  Segment profit in the first quarter of 2001 was $698 million, a
decrease of $138 million, or 17 percent compared with the first
quarter of 2000. Segment profit margin for the first quarter of 2001
was 11.7 percent compared with 13.8 percent for the first quarter of
2000. The decrease in segment profit in the first quarter of 2001
was principally the result of a substantial decline in segment
profit for both the Performance Materials and Power & Transportation
Products segments. The Aerospace Solutions and Automation & Control
segments also had slightly lower segment profit. Segment profit is
discussed in detail by segment in the Review of Business Segments
section below.

  Equity in (income) loss of affiliated companies was a loss of
$103 million in the first quarter of 2001 compared with income of $4
million in the first quarter of 2000.  The first quarter of 2001
includes a charge of $95 million related to an other than temporary
decline in value of an equity investment and an equity investee's
loss contract. Excluding this charge, equity in (income) loss of
affiliated companies in the first quarter of 2001 was a loss of $8
million, a decrease of $12 million compared with the first quarter
of 2000 due mainly to lower earnings from our UOP process technology
(UOP) joint venture.

  Other (income) expense, $4 million of income in the first quarter
of 2001, decreased by $6 million compared with the first quarter of
2000.  The first quarter of 2001 includes a net provision of $5
million consisting of a $6 million charge related to the redemption
of our $200 million 5 3/4% dealer remarketable securities and a $1
million benefit recognized upon the adoption of Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as amended.  See Notes 8 and 9
on page 8 of this Form 10-Q for further details. Excluding this net
provision, other (income) expense was $9 million of income in the
first quarter of 2001 compared with $10 million of income in the
first quarter of 2000.

  The effective tax rate in the first quarter of 2001 includes the
impact of repositioning and other charges.  Excluding the impact of
these charges, the effective tax rate was 29.4 percent in the first
quarter of 2001 compared with 31.5 percent in the first quarter of
2000.  The decrease in the effective tax rate relates principally to
incremental tax synergies associated with the AlliedSignal Inc. and
Honeywell Inc. merger in December 1999 and favorable tax audit
results.

  Net income of $41 million, or $0.05 per share, in the first
quarter of 2001 compared with net income of $506 million, or $0.63
per share in the first quarter of 2000.  Adjusted for repositioning
and other charges, net income in the first

                             16

quarter of 2001 was $374 million, or $0.46 per share, higher than reported.
Net income in the first quarter of 2001 decreased by 18 percent compared
with the first quarter of 2000 if the current period is adjusted for these
repositioning and other charges.

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

     Aerospace Solutions sales of $2,411 million in the first
quarter of 2001 increased by $15 million, or 1 percent compared with
the first quarter of 2000.  The increase relates to higher sales to
the aftermarket, particularly repair and overhaul and the military.
Sales of original equipment to air transport manufacturers and
business customers were also higher.  This increase was partially
offset by the effects of prior year government-mandated divestitures
in connection with the merger of AlliedSignal Inc and Honeywell Inc.

     Aerospace Solutions segment profit of $451 million in the first
quarter of 2001 decreased by $42 million, or 9 percent compared with
the first quarter of 2000.  The decrease relates principally to a
less profitable sales mix, engineering and development costs related
to new products and government-mandated divestitures.

     Automation & Control sales of $1,748 million in the first
quarter of 2001 increased by $48 million, or 3 percent compared with
the first quarter of 2000. This increase includes the negative
impact of foreign exchange of approximately 3 percent.  Sales for
our Home & Building Control business were moderately higher due to
our acquisition of Pittway in the prior year. Sales for our security
business also improved slightly.  Sales for our Industrial Control
business decreased moderately as growth in our sensing & control
business was more than offset by a decline in our industrial
automation & control business due to a shift to longer lead-time
order activity in the hydrocarbon processing industry.

     Automation & Control segment profit of $188 million in the
first quarter of 2001 was lower by $2 million, or 1 percent compared
with the first quarter of 2000.  Segment profit for our Home &
Building Control business increased moderately as lower costs due to
workforce reductions more than offset the negative impact of price
decreases in certain product lines.  This increase was more than
offset by lower segment profit for our Industrial Control business
due to lower sales volume and price decreases in certain product
lines partially offset by lower costs due to workforce reductions.

     Performance Materials sales of $913 million in the first
quarter of 2001 decreased by $112 million, or 11 percent compared
with the first quarter of 2000.  Sales were moderately lower in our
Performance Polymers & Chemicals business due principally to lower
volumes in businesses impacted by weakness in the automotive end-
market.  Electronic Materials sales declined substantially due to
prior year divestitures and lower sales volume in the wafer
fabrication business due to weakness in the semiconductor end-
market. This decrease was partially offset by sales growth in our
advanced circuits business due to growth in broadband and telecom
devices and applications.

     Performance Materials segment profit of $38 million in the
first quarter of 2001 was lower by $57 million, or 60 percent
compared with the first quarter of 2000.  The decrease results
primarily from high energy and raw material costs, primarily natural
gas, and lower sales volumes in certain Performance Polymers &
Chemicals businesses partially offset by cost structure improvements
from recent repositioning actions and the impact of prior year
divestitures.

                             17

     Power & Transportation Products sales of $860 million in the
first quarter of 2001 decreased by $44 million, or 5 percent
compared with the first quarter of 2000. Excluding the negative
impact of foreign exchange, sales decreased 1 percent. Sales were
higher for our Turbocharging Systems business due to continued
strong demand in Europe.  This increase was more than offset by
lower sales for our Commercial Vehicle Systems business due to
decreased heavy-duty truck builds in North America and our Friction
Materials and Consumer Products Group businesses due to weakness in
the automotive industry.

     Power & Transportation Products segment profit of $50 million
in the first quarter of 2001 decreased by $38 million, or 43 percent
compared with the first quarter of 2000.  The decrease principally
reflects lower sales in our Commercial Vehicle Systems, Friction
Materials and Consumer Products Group businesses and costs related
to our Turbogenerator product line.

B.  FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
    ----------------------------------------------------

     Total assets at March 31, 2001 were $24,788 million, a decrease
of $387 million, or 2 percent from December 31, 2000.

     Cash provided by operating activities of $247 million during
the first three months of 2001 decreased by $140 million compared
with the first three months of 2000 due principally to lower net
income, excluding repositioning and other charges as previously
described, and higher working capital.

     Cash used for investing activities of $233 million during the
first three months of 2001 decreased by $2,180 million compared with
the first three months of 2000.  The decrease relates principally to
the fact that the prior year included the acquisition of Pittway.

     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.

     Cash used for financing activities of $136 million during the
first three months of 2001 increased by $1,171 million compared with
the first three months of 2000.  The increase principally relates to
the fact that we issued $1 billion of 7.50% Notes in February 2000.
Total debt of $5,647 million at March 31, 2001 was $24 million
higher than at December 31, 2000.

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

      In  the  first  quarter of 2001, we recognized a repositioning
charge  of  $297 million for the cost of actions designed to  reduce
our  cost  structure  and improve our future  profitability.   These
actions  consisted of announced global workforce reductions totaling
approximately  6,500  manufacturing  and  administrative   positions
across  all  of  our reportable segments.  The repositioning  charge
also  included  asset impairments and other exit  costs  related  to
plant closures and the rationalization of manufacturing capacity and
infrastructure principally in our Performance Polymers &  Chemicals,
Electronic   Materials,  Transportation  and   Power   Systems   and
Automotive Consumer Products Group businesses. The components of the
charge  included severance costs of $259 million, asset  impairments
of  $24  million

                            18

and other exit costs of $14 million.  The  pretax impact  of  the
repositioning charge by reportable segment  was  as follows:
Automation & Control - $132 million; Aerospace Solutions  - $64
million; Performance Materials  -  $44  million; Power &
Transportation Products - $37 million; and Corporate - $20 million.

     As  disclosed  in  our  2000 Annual Report  on  Form  10-K,  we
recognized repositioning charges totaling $338 million in 2000 (none
were  recognized in the first quarter of 2000).   The components  of
the   charges  included  severance  costs  of  $157  million,  asset
impairments  of  $141 million and other exit costs of  $40  million.
The   workforce   reductions  consisted   of   approximately   2,800
manufacturing  and administrative positions and are expected  to  be
substantially  completed by the end of the second quarter  of  2001.
Also,  $46 million of accruals established in 1999, principally  for
severance,  were  returned to income in  2000  due  to  higher  than
expected voluntary employee attrition resulting in reduced severance
liabilities.

     We expect that the repositioning actions committed to in 2001
will generate pretax savings in excess of $250 million in 2001 and
$450 million in 2002.  Cash expenditures for severance and other
exit costs necessary to execute these actions will exceed $250
million and will be incurred principally in 2001. Cash spending for
severance and other exit costs for 2001 and 2000 repositioning
actions were $59 million for the three months ended March 31, 2001
and were funded principally through operating cash flows.

Report of Independent Accountants
- ---------------------------------

  The "Report of 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 our 2000 Annual Report on Form 10-K (Item 7A).  At March 31,
2001, there has been no material change in this information.

                         PART II.  OTHER INFORMATION

 ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
            --------------------------------

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

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

     (b) Reports on Form 8-K.  There were no reports on Form 8-K filed
         during the three months ended March 31, 2001.

                            19

                             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: May 11, 2001               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)

                             20

                            EXHIBIT INDEX

Exhibit Number                     Description

     2                        Omitted (Inapplicable)

     3                        Omitted (Inapplicable)

     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)

     99                       Omitted (Inapplicable)

                             21

                                                               EXHIBIT 15
                                                               -----------

May 11, 2001

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

Commissioners:

We are aware that our report dated May 8 , 2001 on our
review of interim financial information of Honeywell
International Inc. (the "Company") as of and for the period
ended March 31, 2001 and included in the Company's quarterly
report on Form 10-Q for the quarter then ended is
incorporated by reference in the Company's  Registration
Statements on Forms S-8 (Nos. 33-09896, 33-51455, 33-55410,
33-58347,  333-57509, 333-57515, 333-57517, 333-57519, 333-
83511, 333-88141, 333-31370, 333-34764,  333-49280, 333-
57866, 333-57868 and 333-57870 ), on Forms S-3 (Nos. 33-
14071, 33-55425, 333-22355,  333-49455, 333-68847, 333-
74075, 333-34760 and 333-45466) and on Form S-4 (No. 333-82049)
and in General Electric Company's Registration Statement on
Form S-4, dated December 4, 2000.

Very truly yours,

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP