SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004

                                    FORM 8-K

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

                                  July 16, 2001
                ------------------------------------------------
                Date of report (Date of earliest event reported)

                          HONEYWELL INTERNATIONAL INC.
             ------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                                       
   Delaware                     1-8974                       22-2640650
  (State of               (Commission File No.)             (IRS Employer
Incorporation)                                           Identification No.)

                                101 Columbia Road
                                  P.O. Box 4000
                        Morristown, New Jersey 07962-2497
                            Telephone: (973) 455-2000
          ------------------------------------------------------------
                    (Address of Principal Executive Offices)

Item 5.  Other Events.

         Honeywell International Inc. and General Electric Company have executed
and delivered the letter agreement dated as of July 16, 2001 attached hereto as
Exhibit 99.1. Attached as Exhibit 99.2 hereto is the press release that was
issued announcing the execution and delivery of the letter agreement.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

    (c) Exhibits

         99.1     Letter Agreement dated as of July 16, 2001 between General
                  Electric and Honeywell.

         99.2     Press Release dated July 17, 2001.

                                       2

                                   Signatures

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

Dated:  July 17, 2001

                                         HONEYWELL INTERNATIONAL INC.

                                         By: /s/ Victor P. Patrick
                                             ----------------------------------
                                             Name: Victor P. Patrick
                                             Title: Vice President and Secretary

                                       3

                                  EXHIBIT INDEX

Exhibit No.              Description
- -----------              -----------
           
  99.1        Letter Agreement dated as of July 16, 2001 between General
              Electric and Honeywell.

  99.2        Press Release dated July 17, 2001.

                                       4

                                                                    EXHIBIT 99.1

                             [HONEYWELL LETTERHEAD]

                                                                   July 16, 2001

Benjamin W. Heineman, Jr., Esq.
Senior Vice President, General Counsel
    and Secretary
General Electric Company
3135 Easton Turnpike, E3
Fairfield, Connecticut 06431

Dear Ben:

                  I am writing to confirm our agreement with respect to certain
matters under the Merger Agreement, dated as of October 22, 2000, between our
two companies.

1.   Notwithstanding any provisions of the Merger Agreement to the contrary,
     including any express or implied obligations therein or thereunder (and
     regardless of the basis for the imposition of restrictions on conduct,
     including whether any such provisions restrict specific types of conduct or
     impose restrictions because of the effect certain conduct might have on
     "pooling of interests" accounting treatment or "reorganization" tax
     treatment of the merger contemplated by the Merger Agreement), but subject
     to paragraphs 2 and 4 below, each of General Electric Company and Honeywell
     hereby consents to, and agrees that no breach of the Merger Agreement shall
     result from, any party taking such actions as such party in its sole
     discretion deems necessary or desirable in connection with:

     (a)  addressing issues arising out of or relating to the hiring, retention,
          motivation and discharge of employees, including, without limitation,
          granting options, restricted units and other stock based awards,
          awarding bonuses, taking other compensation and benefit actions and
          entering into and/or modifying or amending employment, retention,
          severance, compensation or benefit agreements, plans or arrangements;

     (b)  acquiring or disposing of any assets, properties, businesses or any
          interests therein; and

     (c)  issuing or acquiring securities or any interests therein.

2.   In granting the consent pursuant to paragraph 1 above, General Electric and
     Honeywell each hereby (a) waives the right to bring a claim or assert a
     defense on the basis that any party has breached the Merger Agreement by
     taking any action permitted by this letter and (b) acknowledges and agrees
     that (i) the consent granted pursuant to paragraph 1 above has not been
     granted for purposes of determining whether any action taken by a party
     described in paragraph 1 constitutes a breach of a representation,
     warranty, covenant or other obligation for purposes of determining whether
     any one or more of the conditions to the merger in Article VIII of the
     Merger Agreement have or have not been satisfied (but any right to
     terminate the Merger Agreement under Section 9.1 thereof or otherwise shall
     be determined without regard to any such breach arising from the taking of
     any actions permitted by this letter on or after July 3, 2001), and (ii)
     neither party has waived the right to assert, as a result of the other
     party having taken any actions permitted by this letter, that any one or
     more of the conditions to the merger in Article VIII of the Merger
     Agreement have or have not been satisfied, provided, however,
     that for purposes only of any claim for damages by any party based
     on facts or circumstances existing on or prior to July 3, 2001, each of
     General Electric and Honeywell is waiving the right to assert as a result
     of the other party having taken any actions permitted by this letter on or
     after July 3, 2001 that any one or more of the conditions to the merger in
     Article VIII of the Merger Agreement have not been satisfied.

3.   Except as specifically provided in paragraph 2 above with respect to the
     conditions to the merger set forth in Article VIII of the Merger Agreement,
     General Electric and Honeywell (i) acknowledge and agree that their consent
     and the taking of actions permitted by this letter will not prejudice or
     otherwise affect any of the rights, claims or defenses of any party
     (whether or not heretofore asserted), under the Merger Agreement or
     otherwise, based on facts or circumstances existing on or prior to July 3,
     2001 and will not be used against any party in connection with the exercise
     or assertion by such party of such rights, claims or defenses; and (ii)
     further acknowledge and agree that each of General Electric and Honeywell,
     in granting its consent hereunder or taking such actions as are permitted
     by this letter, is not waiving any, and is

     reserving all, rights, claims and defenses such party may have under the
     Merger Agreement or otherwise based on facts or circumstances existing on
     or prior to July 3, 2001.

4.   Notwithstanding any consent granted pursuant to paragraph 1 above, General
     Electric does not waive any of the provisions of Section 7.10 of the Merger
     Agreement, and General Electric does not consent to the taking of any
     action that is prohibited or otherwise limited by such provisions.

5.   General Electric agrees that it will not permit General Electric 2000
     Merger Sub, Inc. to take any action that would adversely affect the
     consents, waivers, reservations of rights or any other agreements or
     provisions contained in this letter.

                  If the foregoing accurately reflects our agreement, please so
indicate by signing in the space provided below and having an executed copy
faxed to me.

                                         Very truly yours,

                                         HONEYWELL INTERNATIONAL INC.

                                         By: /s/ Peter M. Kreindler
                                             ------------------------------
                                             Name:  Peter M. Kreindler
                                             Title: Senior Vice President
                                                    and General Counsel

Acknowledged and agreed to for itself and on
behalf of General Electric 2000 Merger Sub, Inc.:

GENERAL ELECTRIC COMPANY

By:  /s/ Benjamin W. Heineman, Jr.
     --------------------------------
     Name:  Benjamin W. Heineman, Jr.
     Title: Senior Vice President, General Counsel
              and Secretary

                                                                    EXHIBIT 99.2

                    Honeywell And GE Waive Certain Operating
                        Restrictions Of Merger Agreement

         MORRIS TOWNSHIP, New Jersey, July 17, 2001 - Honeywell [NYSE: HON] and
General Electric Company [NYSE: GE] each today granted its consent under the
existing merger agreement to enable both companies to engage in certain
activities prior to any termination of the agreement without violating the
agreement's terms.
         The consent covers employment-related issues; acquisitions or
dispositions of assets or businesses; and the issuance or acquisition of
securities. The consent otherwise preserves the parties' rights under the merger
agreement. Honeywell will file a copy of the consent with the SEC.

         Honeywell is a US$25-billion diversified technology and manufacturing
leader, serving customers worldwide with aerospace products and services;
control technologies for buildings, homes and industry; automotive products;
power generation systems; specialty chemicals; fibers; plastics; and electronic
and advanced materials. Honeywell employs approximately 120,000 people in 95
countries and is traded on the New York Stock Exchange under the symbol HON, as
well as on the London, Chicago and Pacific stock exchanges. It is one of the 30
stocks that make up the Dow Jones Industrial Average and is also a component of
the Standard & Poor's 500 Index. Additional information on the company is
available on the Internet at www.honeywell.com.

         This release contains forward-looking statements as defined in Section
21E of the Securities Exchange Act of 1934, including statements about future
business operations, financial performance and market conditions. Such
forward-looking statements involve risks and uncertainties inherent in business
forecasts as further described in our filings under the Securities Exchange Act.