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 September 30, 2003

                                       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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). 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                                  September 30, 2003
- ---------------------                                  ------------------
    $1 par value                                       862,050,799 shares

                          Honeywell International Inc.
                          ----------------------------

                                      Index
                                      -----

                                                                                                     Page No.
                                                                                                     --------
                                                                                                  
Part I.  -            Financial Information

         Item 1.      Financial Statements:

                      Consolidated Balance Sheet -
                        September 30, 2003 and December 31, 2002                                           3

                      Consolidated Statement of Operations -
                        Three and Nine Months Ended September 30, 2003 and 2002                            4

                      Consolidated Statement of Cash Flows -
                        Nine Months Ended September 30, 2003 and 2002                                      5

                      Notes to Financial Statements                                                        6

                      Report of Independent Accountants                                                   21

         Item 2.      Management's Discussion and Analysis of Financial
                        Condition and Results of Operations                                               22

         Item 3.      Quantitative and Qualitative Disclosures About
                        Market Risk                                                                       34

         Item 4.      Controls and Procedures                                                             34

Part II. -            Other Information

         Item 1.      Legal Proceedings                                                                   34

         Item 6.      Exhibits and Reports on Form 8-K                                                    40

Signatures                                                                                                41

- ----------

       This report contains certain statements that may be deemed
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of historical fact,
that address activities, events or developments that we or our management
intends, expects, projects, believes or anticipates will or may occur in the
future are forward-looking statements. Such statements are based upon certain
assumptions and assessments made by our management in light of their experience
and their perception of historical trends, current conditions, expected future
developments and other factors they believe to be appropriate. The
forward-looking statements included in this report are also subject to a number
of material risks and uncertainties, including but not limited to economic,
competitive, governmental and technological factors affecting our operations,
markets, products, services and prices. Such forward-looking statements are not
guarantees of future performance and actual results, developments and business
decisions may differ from those envisaged by such forward-looking statements.

                                       2

                          PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS
        --------------------

                          Honeywell International Inc.
                           Consolidated Balance Sheet
                                   (Unaudited)

                                                                               September 30,     December 31,
                                                                                   2003             2002
                                                                                 -------          -------
                                                                                  (Dollars in millions)
                                                                                             
ASSETS
Current assets:
  Cash and cash equivalents                                                      $ 2,870           $ 2,021
  Accounts, notes and other receivables                                            3,354             3,264
  Inventories                                                                      2,930             2,953
  Deferred income taxes                                                            1,424             1,296
  Other current assets                                                               645               661
                                                                                 -------           -------
   Total current assets                                                           11,223            10,195

Investments and long-term receivables                                                643               624
Property, plant and equipment - net                                                4,168             4,055
Goodwill                                                                           5,712             5,698
Other intangible assets - net                                                      1,101             1,074
Insurance recoveries for asbestos
  related liabilities                                                              1,253             1,636
Deferred income taxes                                                                321               533
Prepaid pension benefit cost                                                       2,767             2,675
Other assets                                                                       1,197             1,069
                                                                                 -------           -------

   Total assets                                                                  $28,385           $27,559
                                                                                 =======           =======

LIABILITIES
Current liabilities:
  Accounts payable                                                               $ 2,032           $ 1,912
  Short-term borrowings                                                              149                60
  Commercial paper                                                                     -               201
  Current maturities of long-term debt                                                52               109
  Accrued liabilities                                                              4,361             4,292
                                                                                 -------           -------
   Total current liabilities                                                       6,594             6,574

Long-term debt                                                                     5,006             4,719
Deferred income taxes                                                                510               419
Postretirement benefit obligations
  other than pensions                                                              1,684             1,684
Asbestos related liabilities                                                       2,217             2,700
Other liabilities                                                                  2,490             2,538

SHAREOWNERS' EQUITY
Capital - common stock issued                                                        958               958
        - additional paid-in capital                                               3,459             3,409
Common stock held in treasury, at cost                                            (3,636)           (3,783)
Accumulated other nonowner changes                                                  (781)           (1,109)
Retained earnings                                                                  9,884             9,450
                                                                                 -------           -------
   Total shareowners' equity                                                       9,884             8,925
                                                                                 -------           -------

   Total liabilities and shareowners' equity                                     $28,385           $27,559
                                                                                 =======           =======

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

                                       3

                          Honeywell International Inc.
                      Consolidated Statement of Operations
                                   (Unaudited)

                                                                    Three Months Ended              Nine Months Ended
                                                                      September 30,                   September 30,
                                                                ---------------------          -----------------------
                                                                 2003           2002             2003           2002
                                                                ------         ------          -------         -------
                                                                                   (Dollars in millions,
                                                                                 except per share amounts)
                                                                                                   
Net sales                                                       $5,768         $5,569          $16,916         $16,419
                                                                ------         ------          -------         -------
Costs, expenses and other
  Cost of goods sold                                             4,509          4,236           13,263          12,740
  Selling, general and administrative
    expenses                                                       729            698            2,194           1,975
  (Gain) loss on sale of non-strategic
    businesses                                                      (9)             -              (40)             41
  Business impairment charges                                        -              -                -              43
  Equity in (income) loss of
    affiliated companies                                            (7)            (7)             (11)            (17)
  Other (income) expense                                            11             (4)             (16)            (26)
  Interest and other financial charges                              82             86              253             261
                                                                ------         ------          -------         -------
                                                                 5,315          5,009           15,643          15,017
                                                                ------         ------          -------         -------

Income before taxes and cumulative
   effect of accounting change                                     453            560            1,273           1,402
Tax expense                                                        109            148              336             155
                                                                ------         ------          -------         -------

Income before cumulative effect of
  accounting change                                                344            412              937           1,247
Cumulative effect of accounting change                               -              -              (20)              -
                                                                ------         ------          -------         -------

Net income                                                      $  344         $  412           $  917         $ 1,247
                                                                ======         ======           ======         =======

Earnings per share of common stock -
  basic:
  Income before cumulative effect of
    accounting change                                           $ 0.40         $ 0.50           $ 1.09          $ 1.52
  Cumulative effect of accounting
    change                                                           -              -            (0.02)              -
                                                                ------         ------          -------         -------
  Net income                                                    $ 0.40         $ 0.50           $ 1.07          $ 1.52
                                                                ======         ======           ======         =======

Earnings per share of common stock -
  assuming dilution:
  Income before cumulative effect of
    accounting change                                           $ 0.40         $ 0.50           $ 1.09          $ 1.52
  Cumulative effect of accounting
    change                                                           -              -            (0.02)              -
                                                                ------         ------          -------         -------
  Net income                                                    $ 0.40         $ 0.50           $ 1.07          $ 1.52
                                                                ======         ======           ======         =======

Cash dividends per share of common
  stock                                                         $.1875         $.1875           $.5625          $.5625
                                                                ======         ======           ======         =======

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

                                       4

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

                                                                            Nine Months Ended
                                                                               September 30,
                                                                      --------------------------
                                                                        2003                2002
                                                                      ------              ------
                                                                          (Dollars in millions)
                                                                                    
Cash flows from operating activities:
  Net income                                                            $917              $1,247
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Cumulative effect of accounting change                                31                   -
    (Gain) loss on sale of non-strategic businesses                      (40)                 41
    Repositioning and other charges                                       64                 190
    Litton settlement payment, net of tax refund                           -                (162)
    Business impairment charges                                            -                  43
    Insurance receipts for asbestos related liabilities                  477                  73
    Asbestos related liability payments                                 (467)                (64)
    Depreciation                                                         437                 510
    Undistributed earnings of equity affiliates                          (11)                (30)
    Deferred income taxes                                                279                 131
    Pension contributions - U.S. plans                                  (170)               (100)
    Other                                                                 82                (311)
    Changes in assets and liabilities, net of the effects
     of acquisitions and divestitures:
       Accounts, notes and other receivables                             (72)                 31
       Inventories                                                        17                 120
       Other current assets                                              (21)                  6
       Accounts payable                                                  118                 (17)
       Accrued liabilities                                                55                 (82)
                                                                      ------              ------
Net cash provided by operating activities                              1,696               1,626
                                                                      ------              ------

Cash flows from investing activities:
  Expenditures for property, plant and equipment                        (407)               (444)
  Proceeds from disposals of property, plant and
    equipment                                                             13                  22
  Decrease in investments                                                  -                  91
  Cash paid for acquisitions                                            (124)                (32)
  Proceeds from sales of businesses                                      137                 183
  Decrease in short-term investments                                       -                   7
                                                                      ------              ------
Net cash (used for) investing activities                                (381)               (173)
                                                                      ------              ------

Cash flows from financing activities:
  Net (decrease) in commercial paper                                    (201)                 (3)
  Net increase (decrease) in short-term borrowings                        81                 (71)
  Proceeds from issuance of common stock                                  39                  37
  Payments of long-term debt                                             (81)               (382)
  Cash dividends on common stock                                        (483)               (460)
                                                                      ------              ------
Net cash (used for) financing activities                                (645)               (879)
                                                                      ------              ------

Effect of foreign exchange rate changes
  on cash and cash equivalents                                           179                  35
                                                                      ------              ------

Net increase in cash and cash equivalents                                849                 609
Cash and cash equivalents at beginning of year                         2,021               1,393
                                                                      ------              ------
Cash and cash equivalents at end of period                            $2,870              $2,002
                                                                      ======              ======

    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 September 30, 2003 and
the results of operations for the three and nine months ended September 30, 2003
and 2002 and cash flows for the nine months ended September 30, 2003 and 2002.
The results of operations for the three- and nine-month periods ended September
30, 2003 should not necessarily be taken as indicative of the results of
operations that may be expected for the entire year 2003. Certain prior year
amounts have been reclassified to conform with the current year presentation.

         The financial information as of September 30, 2003 should be read in
conjunction with the financial statements contained in our Annual Report on Form
10-K for 2002.

NOTE 2. In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 143, "Accounting for Asset
Retirement Obligations" (SFAS No. 143). SFAS No. 143 requires recognition of the
fair value of obligations associated with the retirement of tangible long-lived
assets when there is a legal obligation to incur such costs. Upon initial
recognition of a liability the cost is capitalized as part of the related
long-lived asset and depreciated over the corresponding asset's useful life.
SFAS No. 143 primarily impacts our accounting for costs associated with the
future retirement of nuclear fuel conversion facilities in our Specialty
Materials reportable segment. Upon adoption on January 1, 2003, we recorded an
increase in property, plant and equipment, net of $16 million and recognized an
asset retirement obligation of $47 million. This resulted in the recognition of
a non-cash charge of $31 million ($20 million after-tax, or $0.02 per share)
that is reported as a cumulative effect of an accounting change. This accounting
change is not expected to have a material impact on future results of
operations. Pro forma effects for the three- and nine-month periods ended
September 30, 2002, assuming adoption of SFAS No. 143 as of January 1, 2002,
were not material to net income or per share amounts.

         In January 2003, the FASB issued FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" (FIN 46) which provides guidance
on consolidation of variable interest entities. In October 2003, the FASB
deferred the effective date of FIN 46 for all variable interest entities to the
first reporting period ending after December 15, 2003. We do not expect that the
adoption of FIN 46 will have a material effect on our consolidated results of
operations or financial position.

         In November 2002, the Emerging Issues Task Force (EITF) reached a
consensus on EITF Issue No. 00-21, "Accounting for Revenue Arrangements with
Multiple Deliverables." EITF Issue No. 00-21 provides guidance on when and how
to separate elements of an arrangement that may involve the delivery or
performance of multiple products, services and rights to use assets into
separate units of accounting. The guidance in the consensus is effective for
revenue arrangements entered into in fiscal periods beginning after June 15,
2003. We adopted EITF Issue No. 00-21 prospectively in the quarter beginning
July 1, 2003. The adoption of EITF Issue No. 00-21 did not have a material
effect on our consolidated results of operations or financial position.

         In November 2002, the FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others" (FIN 45), which requires us to
recognize a

                                       6

liability for the fair value of an obligation assumed by issuing a guarantee.
FIN 45 became effective for guarantees issued or modified on or after January 1,
2003. The adoption of FIN 45 did not have a material effect on our consolidated
financial position as of September 30, 2003 or our consolidated results of
operations for the three and nine months ended September 30, 2003. As disclosed
in Note 21 to our consolidated financial statements in our 2002 Annual Report on
Form 10-K, we have issued or are a party to certain direct and indirect
guarantees. At September 30, 2003, except for the fact that we no longer
guarantee the debt of Bendix Commercial Vehicle Systems of $172 million, there
has been no material change to these guarantees.

         The following table summarizes information concerning our recorded
obligations for product warranties and product performance guarantees:

                                                                                         Nine Months Ended
                                                                                        September 30, 2003
                                                                                        ------------------
                                                                                            
      Beginning of period                                                                      $217
      Accruals for warranties/guarantees issued during
        the period                                                                              149
      Adjustments of pre-existing warranties/guarantees                                          (7)
      Settlement of warranty/guarantee claims                                                  (134)
                                                                                               ----
      End of period                                                                            $225
                                                                                               ====

NOTE 3. We account for our fixed stock option plans under Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25).
Under APB No. 25, there is generally no compensation cost recognized for our
fixed stock option plans, because the options granted under these plans have an
exercise price equal to the market value of the underlying stock at the grant
date. Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS No. 123) allows, but does not require, companies
to record compensation cost for fixed stock option plans using a fair value
based method. As permitted by SFAS No. 123, we elected to continue to account
for compensation cost for our fixed stock option plans using the intrinsic value
based method under APB No. 25. The following table sets forth pro forma
information as if compensation cost had been determined consistent with the
requirements of SFAS No. 123. There were no fixed stock option grants during the
three months ended September 30, 2003.

                                                                        Three Months Ended          Nine Months Ended
                                                                           September 30,              September 30,
                                                                    -------------------------------------------------
                                                                     2003            2002          2003          2002
                                                                    -----           -----         -----         -----
                                                                                                   
Net income, as reported                                             $ 344           $ 412         $ 917        $1,247
Deduct: Total stock-based employee
   compensation cost determined under fair
   value method for fixed stock option
   plans, net of related tax effects                                  (12)            (16)          (37)          (48)
                                                                    -----           -----         -----         -----
Pro forma net income                                                $ 332           $ 396         $ 880        $1,199
                                                                    =====           =====         =====         =====

Earnings per share of common stock:
   Basic - as reported                                              $0.40           $0.50         $1.07         $1.52
                                                                    =====           =====         =====         =====
   Basic - pro forma                                                $0.38           $0.48         $1.02         $1.46
                                                                    =====           =====         =====         =====

Earnings per share of common stock:
   Assuming dilution - as reported                                  $0.40           $0.50         $1.07         $1.52
                                                                    =====           =====         =====         =====
   Assuming dilution - pro forma                                    $0.38           $0.48         $1.02         $1.46
                                                                    =====           =====         =====         =====

                                       7

                                                                        Three Months Ended          Nine Months Ended
                                                                           September 30,              September 30,
                                                                     --------------------          ------------------
                                                                     2003            2002          2003          2002
                                                                     ----            ----          ----          ----
                                                                                                   
The following sets forth fair value per
share information, including related
assumptions, used to determine
compensation cost consistent with the
requirements of SFAS No. 123:

Weighted average fair value per share of
   options granted during the period
   (estimated on grant date using
   Black-Scholes option-pricing model)                                 -           $11.17         $8.80        $12.70

Assumptions:
   Historical dividend yield                                           -              1.9%          2.0%          1.9%
   Historical volatility                                               -             44.9%         46.7%         43.7%
   Risk-free rate of return                                            -              3.3%          2.9%          4.2%
   Expected life (years)                                               -              5.0           5.0           5.0

NOTE 4. Accounts, notes and other receivables consist of the following:

                                                                        September 30,            December 31,
                                                                             2003                    2002
                                                                        -------------            ------------
                                                                                              
          Trade                                                             $3,156                  $3,064
          Other                                                                353                     347
                                                                            ------                  ------
                                                                             3,509                   3,411
               Less - Allowance for doubtful
                      accounts                                                (155)                   (147)
                                                                            ------                  ------

                                                                            $3,354                  $3,264
                                                                            ======                  ======

NOTE 5. Inventories consist of the following:

                                                                        September 30,            December 31,
                                                                             2003                    2002
                                                                        -------------            ------------
                                                                                              
          Raw materials                                                     $1,000                  $  936
          Work in process                                                      832                     804
          Finished products                                                  1,235                   1,361
                                                                            ------                  ------
                                                                             3,067                   3,101
          Less - Progress payments                                             (17)                    (28)
                 Reduction to LIFO cost basis                                 (120)                   (120)
                                                                            ------                  ------
                                                                            $2,930                  $2,953
                                                                            ======                  ======

                                       8

NOTE 6. The change in the carrying amount of goodwill for the nine months ended
September 30, 2003 by reportable segment is as follows:

                                                                                           Currency
                                                                                          Translation
                               Dec. 31, 2002        Acquisitions      (Divestitures)       Adjustment    Sept. 30, 2003
                               -------------        ------------      --------------       ----------    --------------
                                                                                                   
Aerospace                             $1,644            $ -            $ (2)               $ 5                 $1,647
Automation and
  Control Solutions                    2,678             74               -                 11                  2,763
Specialty Materials                      849              5             (90)                10                    774
Transportation Systems                   527              -               -                  1                    528
                                      ------            ---            ----                ---                 ------
                                      $5,698            $79            $(92)               $27                 $5,712
                                      ======            ===            ====                ===                 ======

Intangible assets are comprised of:

                                            September 30, 2003                            December 31, 2002
                                      --------------------------------------       ------------------------------------
                                       Gross                           Net         Gross                          Net
                                     Carrying      Accumulated       Carrying     Carrying     Accumulated      Carrying
                                      Amount       Amortization       Amount       Amount     Amortization       Amount
                                      ------       ------------       ------       ------     ------------       ------
                                                                                              
Intangible assets with
    determinable lives:
  Investments in Aerospace
     customer incentives             $  837         $(132)           $  705       $  769        $(107)          $  662
  Patents and trademarks                416          (292)              124          411         (286)             125
  Other                                 417          (182)              235          433         (183)             250
                                     ------         -----            ------       ------        -----           ------
                                      1,670          (606)            1,064        1,613         (576)           1,037
Trademark with indefinite
  life                                   46            (9)               37           46           (9)              37
                                     ------         -----            ------       ------        -----           ------
                                     $1,716         $(615)           $1,101       $1,659        $(585)          $1,074
                                     ======         =====            ======       ======        =====           ======

         Amortization expense related to intangible assets was $48 and $43
million for the nine months ended September 30, 2003 and 2002, respectively.
Amortization expense related to intangible assets for 2003 to 2007 is expected
to approximate $60 million each year.

         We completed our goodwill and intangible assets impairment testing for
our reporting units as of March 31, 2003 and determined that there was no
impairment as of that date.

NOTE 7. Total nonowner changes in shareowners' equity consist of the following:

                                                           Three Months Ended               Nine Months Ended
                                                              September 30,                   September 30,
                                                           --------------------             -------------------
                                                           2003            2002             2003           2002
                                                           ----            ----             ----           ----
                                                                                              
Net income                                                $344             $412          $  917           $1,247
Foreign exchange translation
  adjustments                                              (10)             (19)            353              227
Change in fair value of effective
  cash flow hedges                                         (82)              12             (25)              (7)
                                                          ----             ----          ------           ------
                                                          $252             $405          $1,245           $1,467
                                                          ====             ====          ======           ======

                                       9

NOTE 8. Segment financial data follows:

                                                   Three Months Ended              Nine Months Ended
                                                     September 30,                   September 30,
                                               ----------------------         -----------------------
                                                2003            2002            2003            2002
                                                ----            ----            ----            ----
                                                                                  
Net Sales
- ---------
Aerospace                                      $2,231          $2,206         $ 6,454         $ 6,499
Automation and Control Solutions                1,875           1,727           5,429           5,094
Specialty Materials                               777             797           2,377           2,425
Transportation Systems                            885             818           2,650           2,349
Corporate                                           -              21               6              52
                                               ------          ------         -------         -------
                                               $5,768          $5,569         $16,916         $16,419
                                               ======          ======         =======         =======

Segment Profit
- --------------
Aerospace                                      $  303          $  338         $   745         $ 1,009
Automation and Control Solutions                  205             233             567             660
Specialty Materials                                (8)             10              30              52
Transportation Systems                             91              92             278             269
Corporate                                         (33)            (38)            (99)           (109)
                                               ------          ------         -------         -------
  Total segment profit                            558             635           1,521           1,881
                                               ------          ------         -------         -------
Gain (loss) on sale of non-strategic
  businesses                                        9               -              40             (41)
Business impairment charges                         -               -               -             (43)
Equity in income of affiliated companies            7               7              11              17
Other income (expense)                            (11)              4              16              26
Interest and other financial charges              (82)            (86)           (253)           (261)
Repositioning, environmental and other
  charges included in cost of goods sold
  and selling, general and administrative
  expenses                                        (28)              -             (62)           (177)
                                               ------          ------         -------         -------

  Income before taxes and cumulative
    effect of accounting change                $  453          $  560         $ 1,273         $ 1,402
                                               ======          ======         =======         =======

                                       10

NOTE 9. The details of the earnings per share calculations for the three- and
nine-month periods ended September 30, 2003 and 2002 follow:

                                                           Three Months 2003                      Nine Months 2003
                                                   --------------------------------       --------------------------------
                                                                               Per                                    Per
                                                                Average       Share                   Average        Share
                                                   Income       Shares       Amount       Income       Shares       Amount
                                                   ------       ------       ------       ------       ------       ------

Income Before Cumulative
- ------------------------
  Effect of Accounting Change
  ---------------------------
Earnings per share of common
  stock - basic                                     $344         862.0        $0.40        $937        859.6         $1.09
Dilutive securities issuable
  in connection with stock
  plans                                                            2.6                                   1.1
                                                    ----         -----        -----        ----        -----         -----
Earnings per share of common
  stock - assuming dilution                         $344         864.6        $0.40        $937        860.7         $1.09
                                                    ====         =====        =====        ====        =====         =====

Net Income
- ----------
Earnings per share of common
  stock - basic                                     $344         862.0        $0.40        $917        859.6         $1.07
Dilutive securities issuable
  in connection with stock
  plans                                                            2.6                                   1.1
                                                    ----         -----        -----        ----        -----         -----
Earnings per share of common
  stock - assuming dilution                         $344         864.6        $0.40        $917        860.7         $1.07
                                                    ====         =====        =====        ====        =====         =====

                                                           Three Months 2002                      Nine Months 2002
                                                   --------------------------------       --------------------------------
                                                                               Per                                    Per
                                                                Average       Share                   Average        Share
                                                   Income       Shares       Amount       Income       Shares       Amount
                                                   ------       ------       ------       ------       ------       ------

Net Income
- ----------
Earnings per share of common
  stock - basic                                     $412         821.1        $0.50       $1,247       819.2         $1.52
Dilutive securities issuable
  in connection with stock
  plans                                                            2.2                                   2.8
                                                    ----         -----        -----       ------       -----         -----
Earnings per share of common
  stock - assuming dilution                         $412         823.3        $0.50       $1,247       822.0         $1.52
                                                    ====         =====        =====       ======       =====         =====

         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 nine-month periods ended
September 30, 2003, the number of stock options not included in the computations
were 40.9 and 42.3 million, respectively. For the three- and nine-month periods
ended September 30, 2002, the number of stock options not included in the
computations were 44.1 and 42.0 million, respectively. These stock options were
outstanding at the end of each of the respective periods.

                                       11

NOTE 10. A summary of repositioning and other charges follows:

                                                                  Three Months Ended              Nine Months Ended
                                                                     September 30,                   September 30,
                                                                   ------------------           --------------------
                                                                   2003          2002           2003            2002
                                                                   ----          ----           ----            ----
                                                                                                  
Severance                                                          $  9            $-           $ 31           $ 73
Asset impairments                                                     2             -              2             68
Exit costs                                                            1             -              4             23
Reserve adjustments                                                 (14)            -            (37)           (43)
                                                                   ----            ---          ----           ----
  Total net repositioning charge                                     (2)            -              -            121
                                                                   ----            ---          ----           ----

Probable and reasonably estimable
  environmental liabilities                                          28             -             60              -
Business impairment charges                                           -             -              -             43
Investment impairment charges                                         2             -              2              -
Customer claims and settlements
  of contract liabilities                                             -             -              -             29
Write-offs of receivables,
  inventories and other assets                                        2             -              2             40
                                                                   ----            ---          ----           ----

  Total net repositioning and other
    charges                                                        $ 30            $-           $ 64           $233
                                                                   ====            ===          ====           ====

         The following table summarizes the pretax distribution of total net
repositioning and other charges by income statement classification:

                                                                      Three Months Ended             Nine Months Ended
                                                                         September 30,                  September 30,
                                                                     ---------------------           -----------------
                                                                     2003             2002           2003         2002
                                                                     ----             ----           ----         ----
                                                                                                      
Cost of goods sold                                                   $ 26             $ -           $ 55          $173
Selling, general and administrative
  expenses                                                              2               -              7             4
Business impairment charges                                             -               -              -            43
Equity in (income) loss of affiliated
  companies                                                             2               -              2            13
                                                                     ----             ---           ----          ----
                                                                     $ 30             $ -           $ 64          $233
                                                                     ====             ===           ====          ====

         The following table summarizes the pretax impact of total net
repositioning and other charges by reportable segment:

                                                                   Three Months Ended              Nine Months Ended
                                                                      September 30,                   September 30,
                                                                   -------------------             -----------------
                                                                   2003           2002             2003         2002
                                                                   ----           ----             ----         ----
                                                                                                    
Aerospace                                                         $  -            $ -             $ (2)         $  6
Automation and Control Solutions                                    (8)             -              (16)           61
Specialty Materials                                                  5              -               12           132
Transportation Systems                                               3              -                3            30
Corporate                                                           30              -               67             4
                                                                  ----            ---              ---          ----
                                                                  $ 30            $ -              $64          $233
                                                                  ====            ===              ===          ====

         In the third quarter of 2003, we recognized a charge of $12 million
mainly for severance costs related to workforce reductions of 141 manufacturing
and administrative positions principally in our Aerospace and Specialty
Materials reportable segments. Also, $14 million of previously established
accruals, mainly for severance, were returned to income in the third quarter of
2003, due to fewer employee separations than originally anticipated associated
with certain 2002 repositioning actions, resulting in reduced severance
liabilities in our Automation and Control Solutions, Aerospace and Specialty
Materials reportable segments.

                                       12

         In the second quarter of 2003, we recognized a charge of $25 million
mainly for severance costs related to workforce reductions of 448 manufacturing
and administrative positions principally in our Specialty Materials and
Aerospace reportable segments. Also, $23 million of previously established
accruals, mainly for severance, were returned to income in the second quarter of
2003, due to fewer employee separations than originally anticipated associated
with certain 2002 repositioning actions, resulting in reduced severance
liabilities in our Automation and Control Solutions, Aerospace and Specialty
Materials reportable segments.

         As disclosed in our 2002 Annual Report on Form 10-K, we recognized
repositioning charges totaling $453 million in 2002 ($0 and $164 million were
recognized in the three- and nine-month periods ended September 30, 2002). The
components of the charges included severance costs of $270 million, asset
impairments of $121 million and other exit costs of $62 million. Severance costs
were related to announced workforce reductions of approximately 8,100
manufacturing and administrative positions across all of our reportable segments
and our UOP process technology joint venture, of which approximately 6,000
positions have been eliminated as of September 30, 2003. These actions are
expected to be substantially completed by December 31, 2003. Also, $76 million
of previously established severance accruals were returned to income in 2002,
due to fewer employee separations than originally anticipated and higher than
expected voluntary employee attrition resulting in reduced severance liabilities
in our Aerospace, Automation and Control Solutions and Specialty Materials
reportable segments.

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

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

    Balance at December 31, 2002                  $325             $ -              $ 81          $406
    2003 charges                                    31               2                 4            37
    2003 usage                                    (121)             (2)              (26)         (149)
    Adjustments                                    (32)              -                (5)          (37)
                                                  ----             ---              ----          ----
    Balance at September 30, 2003                 $203             $ -              $ 54          $257
                                                  ====             ===              ====          ====

         In the third quarter of 2003, we recognized other charges consisting of
legacy environmental matters deemed probable and reasonably estimable in the
third quarter of 2003 of $28 million, the write-off of equipment in our
Specialty Materials reportable segment of $2 million and a charge related to an
impairment of a Specialty Materials' joint venture's investment of $2 million.

         In the second quarter of 2003, we recognized other charges of $32
million for legacy environmental matters deemed probable and reasonably
estimable in the second quarter of 2003 including the matter entitled Interfaith
Community Organization, et al. v. Honeywell International Inc., et al. as
discussed in Note 12.

         In the second quarter of 2002, we recognized other charges consisting
of customer claims and settlements of contract liabilities of $29 million and
write-offs of receivables, inventories and other assets of $40 million. Such
charges related mainly to our Advanced Circuits business which was sold in the
fourth quarter of 2002, bankruptcy of a customer in our Aerospace reportable
segment, and customer claims in our Industry Solutions business.

         In the first quarter of 2002, we recognized an impairment charge of $27
million related to the write-down of property, plant and equipment of our
Friction Materials business, which is classified as assets held for disposal in
Other Current Assets (a plan of disposal of Friction Materials was adopted in
2001; in January 2003, we entered into a letter of intent to sell this business
to Federal-Mogul Corp. - See Note 12). In the first quarter of 2002, we also
recognized an

                                       13

asset impairment charge of $16 million related to the shutdown of a chemical
manufacturing facility in our Specialty Materials reportable segment.

NOTE 11. In the third quarter of 2003, we sold three non-strategic businesses in
our Specialty Materials and Aerospace reportable segments for cash proceeds
totaling $47 million resulting in a net pretax gain of $9 million (after-tax
loss of $3 million).

         In May 2003, we completed the sale of Specialty Materials' Engineering
Plastics (Engineering Plastics) business to BASF in exchange for BASF's nylon
fiber business and $90 million in cash. This transaction is not expected to have
a material impact on Specialty Materials' sales or segment profit in 2003. The
sale of Engineering Plastics resulted in a pretax gain of $31 million, after-tax
$9 million, including the tax benefits associated with prior capital losses.

         In June 2002, we sold Specialty Materials' Pharmaceutical Fine
Chemicals (PFC) and Automation and Control's Consumer Products (Consumer
Products) businesses for proceeds of approximately $105 million, mainly cash,
resulting in a pretax loss of $166 million (after-tax gain of $98 million). The
businesses sold had a higher deductible tax basis than book basis which resulted
in an after-tax gain. In March 2002, we completed the disposition of our Bendix
Commercial Vehicle Systems (BCVS) business for approximately $350 million in
cash and investment securities resulting in a pretax gain of $125 million. In
January 2002, we had reached an agreement with Knorr-Bremse AG (Knorr) to
transfer control of our global interests in BCVS to Knorr.

NOTE 12. COMMITMENTS AND CONTINGENCIES

         Shareowner Litigation - Honeywell and seven of its current and former
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. On January 15, 2002, the
District Court dismissed the consolidated complaint against four of Honeywell's
current and former officers. The Court has granted plaintiffs' motion for class
certification defining the class as all purchasers of Honeywell stock between
December 20, 1999 and June 19, 2000.

         The parties participated in a two-day settlement mediation in April
2003 in an attempt to resolve the cases without resort to a trial. The mediation
proved unsuccessful in resolving the cases. Discovery in the cases, which had
been stayed pending completion of the mediation, has resumed. A further
mediation session is planned for the fourth quarter of 2003.

         We continue to believe that the allegations in the Securities Law
Complaints are without merit. Although it is not possible at this time to
predict the outcome of these cases, we expect to prevail. However, an adverse
outcome could be material to our consolidated 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.

         ERISA Class Action Lawsuit - In April 2003, Honeywell and several of
its current and former officers were named as defendants in a purported class
action lawsuit filed in the United States District Court for the District of New
Jersey. The complaint principally alleges that the defendants breached their
fiduciary duties to participants in the Honeywell Savings and Ownership Plan
(the "Savings Plan") by purportedly making false and misleading statements,
failing to disclose

                                       14

material information concerning Honeywell's financial performance, and failing
to diversify the Savings Plan's assets and monitor the prudence of Honeywell
stock as a Savings Plan investment. In July 2003, an amended complaint making
similar allegations and naming several current and former officers and directors
as defendants was filed in the same district. In September 2003, Honeywell filed
a motion to dismiss the amended complaint.

         Although it is not possible at this time to predict the outcome of this
litigation, we believe that the allegations in these complaints are without
merit and we expect to prevail. An adverse litigation outcome could, however, be
material to our consolidated 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.

         Environmental Matters - We are subject to various federal, state and
local government requirements relating to the protection of employee health and
safety and the environment. We believe that, as a general matter, our policies,
practices and procedures are properly designed to prevent unreasonable risk of
environmental damage and personal injury to our employees and employees of our
customers and that our handling, manufacture, use and disposal of hazardous or
toxic substances are in accord with environmental laws and regulations. However,
mainly because of past operations and operations of predecessor companies, we,
like other companies engaged in similar businesses, have incurred remedial
response and voluntary cleanup costs for site contamination and are a party to
lawsuits and claims associated with environmental matters, including past
production of products containing toxic substances. Additional lawsuits, claims
and costs involving environmental matters are likely to continue to arise in the
future.

         With respect to environmental matters involving site contamination, we
continually conduct studies, individually at our owned sites, and jointly as a
member of industry groups at non-owned sites, to determine the feasibility of
various remedial techniques to address environmental matters. It is our policy
to record appropriate liabilities for environmental matters when environmental
assessments are made or remedial efforts or damage claim payments are probable
and the costs can be reasonably estimated. With respect to site contamination,
the timing of these accruals is generally no later than the completion of
feasibility studies. We expect to fund expenditures for these matters from
operating cash flow. The timing of cash expenditures depends on a number of
factors, including the timing of litigation and settlements of personal injury
and property damage claims, regulatory approval of cleanup projects, remedial
techniques to be utilized and agreements with other parties.

         Although we do not currently possess sufficient information to
reasonably estimate the amounts of liabilities to be recorded upon future
completion of studies, litigation or settlements, and neither the timing nor the
amount of the ultimate costs associated with environmental matters can be
determined, they could be material to our consolidated results of operations.
However, considering our past experience and existing reserves, we do not expect
that these matters will have a material adverse effect on our consolidated
financial position.

         In the matter entitled Interfaith Community Organization, et al. v.
Honeywell International Inc., et al., the United States District Court for the
District of New Jersey held in May 2003 that a predecessor Honeywell site
located in Jersey City, New Jersey constituted an imminent and substantial
endangerment and ordered Honeywell to conduct the excavation and transport for
offsite disposal of approximately one million tons of chromium residue present
at the site. Honeywell strongly disagrees with the court's determinations and
has appealed the court's decision to the Third Circuit Court of Appeals. The
Third Circuit Court of Appeals has referred the case for mediation. In October
2003, the District Court denied Honeywell's motion for a stay of certain aspects
of its May 2003 order, and we are

                                       15

considering whether to appeal such ruling. The site at issue is one of
twenty-one sites located in Jersey City, New Jersey which are the subject of an
Administrative Consent Order (ACO) entered into with the New Jersey Department
of Environmental Protection (NJDEP) in 1993. Under the ACO, Honeywell agreed to
study and remediate these sites in accordance with NJDEP's directions, provided
that the total costs of such studies and remediation do not exceed $60 million.
Honeywell has cooperated with the NJDEP under the ACO and believes that
decisions regarding site cleanups should be made by NJDEP under the ACO. We are
confident that proceeding under the ACO will ensure a safe remediation and allow
the property to be placed back into productive use much faster and at a cost
significantly less than the remedies required by the court's order. We have not
completed development of a remedial action plan for the excavation and offsite
disposal directed under the court's order and therefore are unable to estimate
the cost of such actions. At trial, plaintiff's expert testified that the
excavation and offsite disposal cost might be $400 million. However, there are
significant variables in the implementation of the court's order and depending
on the method of implementation chosen, the estimate could increase or decrease.
Provisions have been previously made in our financial statements as to remedial
costs consistent with the ACO and during the three months ended June 30, 2003 we
provided for additional costs which are likely to be incurred during the
pendency of our appeal, which provisions do not assume excavation and offsite
removal of chromium from the site. There are alternative outcomes and remedies
beyond the scope of the ACO that could result from the remanding, reversal or
replacement of the Court's decision and order. At this time, we can neither
identify a probable alternative outcome nor reasonably estimate the cost of an
alternative remedy. Although we expect the court's decision and order to be
remanded, reversed or replaced, should the remedies prescribed in the court's
decision and order ultimately be upheld, such outcome could have a material
adverse impact on our consolidated results of operations or operating cash flows
in the periods recognized or paid.

         Asbestos Matters - Like many other industrial companies, Honeywell is a
defendant in personal injury actions related to asbestos. We did not mine or
produce asbestos, nor did we make or sell insulation products or other
construction materials that have been identified as the primary cause of
asbestos related disease in the vast majority of claimants. Rather, we made
several products that contained small amounts of asbestos.

         Honeywell's Bendix Friction Materials business manufactured automotive
brake pads that included asbestos in an encapsulated form. There is a group of
potential claimants consisting largely of professional brake mechanics. From
1981 through September 30, 2003, we have resolved about 62,500 Bendix claims at
an average indemnity cost per claim of approximately two thousand nine hundred
dollars. Through the second quarter of 2002, Honeywell had no out-of-pocket
costs for these cases since its insurance deductible was satisfied many years
ago. Beginning with claim payments made in the third quarter of 2002, Honeywell
began advancing indemnity and defense claim costs that amounted to approximately
$75 million in payments in the nine months ended September 30, 2003. A
substantial portion of this amount is expected to be reimbursed by insurance.
There are currently approximately 71,000 claims pending.

         On January 30, 2003, Honeywell and Federal-Mogul Corp. (Federal-Mogul)
entered into a letter of intent (LOI) pursuant to which Federal-Mogul would
acquire Honeywell's automotive Bendix Friction Materials (Bendix) business, with
the exception of certain U.S. based assets. In exchange, Honeywell would receive
a permanent channeling injunction shielding it from all current and future
personal injury asbestos liabilities related to Honeywell's Bendix business.

         Federal-Mogul, its U.S. subsidiaries and certain of its United Kingdom
subsidiaries voluntarily filed for financial restructuring under Chapter 11 of
the U.S. Bankruptcy Code in October 2001. Federal-Mogul will seek to establish
one or more trusts under Section 524(g) of the U.S. Bankruptcy Code as part of

                                       16

its reorganization plan, including a trust for the benefit of Bendix asbestos
claimants. The reorganization plan to be submitted to the Bankruptcy Court for
approval will contemplate that the U.S. Bankruptcy Court in Delaware would issue
an injunction in favor of Honeywell that would channel to the Bendix 524(g)
trust all present and future asbestos claims relating to Honeywell's Bendix
business. The 524(g) trust created for the benefit of the Bendix claimants would
receive the rights to proceeds from Honeywell's Bendix related insurance
policies and would make these proceeds available to the Bendix claimants.
Honeywell would have no obligation to contribute any additional amounts toward
the settlement or resolution of Bendix related asbestos claims.

         In the fourth quarter of 2002, we recorded a charge of $167 million
consisting of a $131 million reserve for the sale of Bendix to Federal-Mogul,
our estimate of asbestos related liability net of insurance recoveries and costs
to complete the anticipated transaction with Federal-Mogul. Completion of the
transaction contemplated by the LOI is subject to the negotiation of definitive
agreements, the confirmation of Federal-Mogul's plan of reorganization by the
Bankruptcy Court, the issuance of a final, non-appealable 524(g) channeling
injunction permanently enjoining any Bendix related asbestos claims against
Honeywell, and the receipt of all required governmental approvals. We do not
believe that completion of such transaction as contemplated under the LOI would
have a material adverse impact on our consolidated results of operations or
financial position.

         During the third quarter of 2003, DaimlerChrysler AG, Ford Motor Co.
and General Motors Corp. filed a lawsuit in the U.S. Bankruptcy Court, against
Honeywell and Federal-Mogul seeking a declaration that Honeywell's Bendix unit
cannot be sold to Federal-Mogul and receive protection from asbestos claims
under Section 524(g) of the U.S. Bankruptcy Code. Honeywell believes the lawsuit
is without merit and intends to vigorously defend against the allegations in the
complaint.

         There can be no assurance, however, that the transaction contemplated
by the LOI will be completed. Honeywell presently has approximately $1.9 billion
of insurance coverage remaining with respect to Bendix related asbestos claims.
Although it is impossible to predict the outcome of pending or future claims, in
light of our potential exposure, our prior experience in resolving these claims,
and our insurance coverage, we do not believe that the Bendix related asbestos
claims will have a material adverse effect on our consolidated financial
position.

         Another source of claims is refractory products (high temperature
bricks and cement) sold largely to the steel industry in the East and Midwest by
North American Refractories Company (NARCO), a business we owned from 1979 to
1986. Less than 2 percent of NARCO's products contained asbestos.

         When we sold the NARCO business in 1986, we agreed to indemnify NARCO
with respect to personal injury claims for products that had been discontinued
prior to the sale (as defined in the sale agreement). NARCO retained all
liability for all other claims. NARCO had resolved approximately 176,000 claims
through January 4, 2002, the date NARCO filed for reorganization under Chapter
11 of the U.S. Bankruptcy Code, at an average cost per claim of two thousand two
hundred dollars. Of those claims, 43 percent were dismissed on the ground that
there was insufficient evidence that NARCO was responsible for the claimant's
asbestos exposure. As of the date of NARCO's bankruptcy filing, there were
approximately 116,000 remaining claims pending against NARCO, including
approximately 7 percent in which Honeywell was also named as a defendant. Since
1983, Honeywell and our insurers have contributed to the defense and settlement
costs associated with NARCO claims. We have approximately $1.3 billion
(excluding insurance recoveries in October 2003 - see discussion below) of
insurance remaining that can be specifically allocated to NARCO related
liability.

                                       17

         As a result of the NARCO bankruptcy filing, all of the claims pending
against NARCO are automatically stayed pending the reorganization of NARCO
except one claim which is not material as to which the stay was lifted in
August 2003. Because the claims pending against Honeywell necessarily will
impact the liabilities of NARCO, because the insurance policies held by
Honeywell are essential to a successful NARCO reorganization, and because
Honeywell has offered to commit the value of those policies to the
reorganization, the bankruptcy court has temporarily enjoined any claims
against Honeywell, current or future, related to NARCO. Although the
stay has been extended nineteen times since January 4, 2002, there is no
assurance that such stay will remain in effect. In connection with NARCO's
bankruptcy filing, we paid NARCO's parent company $40 million and agreed to
provide NARCO with up to $20 million in financing. We also agreed to pay $20
million to NARCO's parent company upon the filing of a plan of reorganization
for NARCO acceptable to Honeywell, and to pay NARCO's parent company $40
million, and to forgive any outstanding NARCO indebtedness, upon the
confirmation and consummation of such a plan.

         As a result of ongoing negotiations with counsel representing NARCO
related asbestos claimants regarding settlement of all pending and potential
NARCO related asbestos claims against Honeywell, we have reached definitive
agreements or agreements in principle with approximately 256,000 claimants,
which represents in excess of 90 percent of the approximately 275,000 current
claimants who are now expected to file a claim as part of the NARCO
reorganization process. We are also in discussions with the NARCO Committee of
Asbestos Creditors on Trust Distribution Procedures for NARCO. We believe that,
as part of the NARCO plan of reorganization, a trust will be established
pursuant to these Trust Distribution Procedures for the benefit of all asbestos
claimants, current and future. If the trust is put in place and approved by the
court as fair and equitable, Honeywell as well as NARCO will be entitled to a
permanent channeling injunction barring all present and future individual
actions in state or federal courts and requiring all asbestos related claims
based on exposure to NARCO products to be made against the federally-supervised
trust. As part of its ongoing settlement negotiations, Honeywell has reached
agreement in principle with the representative for future NARCO claimants to cap
its annual contributions to the trust with respect to future claims at a level
that would not have a material impact on Honeywell's operating cash flows. Given
the substantial progress of negotiations between Honeywell and NARCO related
asbestos claimants and between Honeywell and the Committee of Asbestos Creditors
during the fourth quarter of 2002, Honeywell developed an estimated liability
for settlement of pending and future asbestos claims.

         During the fourth quarter of 2002, Honeywell recorded a charge of $1.4
billion for NARCO related asbestos litigation charges, net of insurance
recoveries. This charge consists of the estimated liability to settle current
asbestos related claims, the estimated liability related to future asbestos
related claims through 2018 and obligations to NARCO's parent, net of insurance
recoveries of $1.8 billion.

         The estimated liability for current claims is based on terms and
conditions, including evidentiary requirements, in definitive agreements or
agreements in principle with in excess of 90 percent of current claimants. Once
finalized, settlement payments with respect to current claims are expected to be
made over approximately a four-year period.

         The liability for future claims estimates the probable value of future
asbestos related bodily injury claims asserted against NARCO over a 15 year
period and obligations to NARCO's parent as discussed above. In light of the
uncertainties inherent in making long-term projections we do not believe that we
have a reasonable basis for estimating asbestos claims beyond 2018 under

                                       18

Statement of Financial Accounting Standard No. 5 "Accounting for Contingencies."
Honeywell retained the expert services of Hamilton, Rabinovitz and Alschuler,
Inc. (HR&A) to project the probable number and value, including trust claim
handling costs, of asbestos related future liabilities. The methodology used to
estimate the liability for future claims has been commonly accepted by numerous
courts and is the same methodology that is utilized by an expert who is
routinely retained by the asbestos claimants committee in asbestos related
bankruptcies. The valuation methodology includes an analysis of the population
likely to have been exposed to asbestos containing products, epidemiological
studies to estimate the number of people likely to develop asbestos related
diseases, NARCO claims filing history and the pending inventory of NARCO
asbestos related claims.

         Honeywell has substantial insurance that reimburses it for portions of
the costs incurred to settle NARCO related claims and court judgments as well as
defense costs. This coverage is provided by a large number of insurance policies
written by dozens of insurance companies in both the domestic insurance market
and the London excess market. At September 30, 2003, a significant portion of
this coverage is with London-based insurance companies under a coverage-in-place
agreement. Coverage-in-place agreements are settlement agreements between
policyholders and the insurers specifying the terms and conditions under which
coverage will be applied as claims are presented for payment. These agreements
govern such things as what events will be deemed to trigger coverage, how
liability for a claim will be allocated among insurers and what procedures the
policyholder must follow in order to obligate the insurer to pay claims. We
conducted an analysis to determine the amount of insurance that we estimate is
probable that we will recover in relation to payment of current and projected
future claims. While the substantial majority of our insurance carriers are
solvent, some of our individual carriers are insolvent, which has been
considered in our analysis of probable recoveries. Some of our insurance
carriers have challenged our right to enter into settlement agreements resolving
all NARCO related asbestos claims against Honeywell. However, we believe there
is no factual or legal basis for such challenges and we believe that it is
probable that we will prevail in the resolution of, or in any litigation that is
brought regarding these disputes and, as of September 30, 2003, we have
recognized approximately $550 million in probable insurance recoveries from
these carriers. We made judgments concerning insurance coverage that we believe
are reasonable and consistent with our historical dealings with our insurers,
our knowledge of any pertinent solvency issues surrounding insurers and various
judicial determinations relevant to our insurance programs. Based on our
analysis, we recorded insurance recoveries that are deemed probable through 2018
of $1.8 billion. A portion of this insurance has been received, primarily from
Equitas, as discussed below.

         During the nine months ended September 30, 2003, we made asbestos
related payments of $467 million, including legal fees. During the nine months
ended September 30, 2003, we received $477 million in insurance reimbursements
including $472 million in cash received from Equitas related to a comprehensive
policy buy-back settlement of all insurance claims by Honeywell against Equitas.
The settlement resolves all claims by Honeywell against Equitas arising from
asbestos claims related to NARCO and Bendix.

         Projecting future events is subject to many uncertainties that could
cause the NARCO related asbestos liabilities to be higher or lower than those
projected and recorded. There is no assurance that ongoing settlement
negotiations will be successfully completed, that a plan of reorganization will
be proposed or confirmed, that insurance recoveries will be timely or whether
there will be any NARCO related asbestos claims beyond 2018. Given the inherent
uncertainty in predicting future events, we plan to review our estimates
periodically, and update them based on our experience and other relevant
factors. Similarly we will reevaluate our projections concerning our probable
insurance recoveries in light

                                       19

of any changes to the projected liability or other developments that may impact
insurance recoveries.

         NARCO and Bendix asbestos related balances are included in the
following balance sheet accounts:

                                                          September 30,         December 31,
                                                              2003                 2002
                                                              ----                 ----
                                                                            
Other current assets                                         $  287               $  320
Insurance recoveries for asbestos related liabilities         1,253                1,636
                                                             ------               ------
                                                             $1,540               $1,956
                                                             ======               ======

Accrued liabilities                                          $  825               $  741
Asbestos related liabilities                                  2,217                2,700
                                                             ------               ------
                                                             $3,042               $3,441
                                                             ======               ======

         In October 2003, we received approximately $150 million in cash from
various insurance companies related to our NARCO asbestos claims.

         We are monitoring proposals for federal asbestos legislation pending in
the United States Congress. Due to the uncertainty surrounding the proposed
legislation, it is not possible at this point in time to determine what impact
such legislation would have on the NARCO bankruptcy strategy, the proposed
transaction with Federal-Mogul, or our asbestos liabilities and related
insurance recoveries.

                                       20

                        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 September 30, 2003, and the
related consolidated statement of operations for each of the three-month and
nine-month periods ended September 30, 2003 and 2002 and the consolidated
statement of cash flows for the nine-month periods ended September 30, 2003 and
2002. These interim 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 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, 2002, and the related consolidated statements of operations, of shareowners'
equity, and of cash flows for the year then ended (not presented herein), and in
our report dated February 6, 2003, 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, 2002,
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
October 31, 2003

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

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

                                       21

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

A. RESULTS OF OPERATIONS - THIRD QUARTER 2003 COMPARED WITH THIRD QUARTER 2002

     Net sales in the third quarter of 2003 were $5,768 million, an increase of
$199 million, or 4 percent compared with the third quarter of 2002. The increase
in sales is attributable to the following:

                                                      
                  Acquisitions                           3 %
                  Divestitures                          (2)
                  Price                                  -
                  Volume                                 -
                  Foreign exchange                       3
                                                        --

                                                         4 %
                                                        ==

     A discussion of net sales by reportable segment can be found in the Review
of Business Segments section below.

     Cost of goods sold of $4,509 million in the third quarter of 2003 increased
by $273 million, or 6 percent compared with the third quarter of 2002. This
increase resulted mainly from the unfavorable impact of foreign exchange, a
decrease in sales of higher-margin products and services, primarily in our
Aerospace and Automation and Control Solutions reportable segments, and higher
pension and environmental expenses.

     Selling, general and administrative expenses of $729 million in the third
quarter of 2003 increased by $31 million, or 4 percent compared with the third
quarter of 2002 due mainly to higher pension costs and the unfavorable impact of
foreign exchange.

     Pension expense was $28 million in the third quarter of 2003 compared with
pension income of $41 million in the third quarter of 2002. The increase of $69
million in pension expense in the third quarter of 2003 compared with the third
quarter of 2002 was due principally to a reduction in 2003 in the assumed rate
of return on plan assets from 10 to 9 percent, a decrease in the market-related
value of our pension plan assets during the period 2000 to 2002 and the
systematic recognition of higher net losses. These losses resulted mainly from
actual pension plan asset returns below the assumed rate of return during the
period 2000 to 2002.

     Gain on sale of non-strategic businesses of $9 million in the third quarter
of 2003 represents the net pretax gain on the dispositions of three businesses
in our Specialty Materials and Aerospace reportable segments.

     Equity in (income) loss of affiliated companies was income of $7 million in
both the third quarters of 2003 and 2002. The current year's quarter includes a
charge of $2 million related to an impairment of a Specialty Materials' joint
venture's investment.

     Other (income) expense, $11 million of expense in the third quarter of
2003, compared with $4 million of income in the third quarter of 2002. The
decrease of $15 million in other income in the third quarter of 2003 compared
with the third quarter of 2002 was due mainly to the inclusion of income of $12
million in the prior year's quarter related to the settlement of a patent
infringement lawsuit with an automotive supplier.

                                       22

     Interest and other financial charges of $82 million in the third quarter of
2003 decreased by $4 million, or 5 percent compared with the third quarter of
2002 due mainly to lower interest rates in the current period.

     Tax expense was $109 million in the third quarter of 2003 resulting in an
effective tax rate of 24.1 percent. Tax expense was $148 million in the third
quarter of 2002 resulting in an effective tax rate of 26.5 percent. The
effective tax rate was lower than the statutory rate of 35 percent in both the
current and prior year quarter principally due to tax benefits on export sales,
favorable tax audit settlements and foreign tax planning strategies.
Additionally, tax expense in the third quarter of 2003 includes a tax benefit of
$17 million from a tax settlement related to a prior year asset impairment.

     Net income was $344 million, or $0.40 per share, in the third quarter of
2003 compared with net income of $412 million, or $0.50 per share, in the third
quarter of 2002. The decrease of $0.10 per share in the third quarter of 2003
compared with the third quarter of 2002 was primarily due to higher pension
expense, including the impact of dilution from the prior year contribution of
Honeywell common stock to our U.S. pension plans.

                                       23

Review of Business Segments

                                                             Three Months Ended
                                                               September 30,
                                                         ---------------------------
                                                            2003           2002
                                                            ----           ----
                                                                    
Net Sales
Aerospace                                                 $2,231          $2,206
Automation and Control Solutions                           1,875           1,727
Specialty Materials                                          777             797
Transportation Systems                                       885             818
Corporate                                                      -              21
                                                          ------          ------
                                                          $5,768          $5,569
                                                          ======          ======

Segment Profit
Aerospace                                                   $303            $338
Automation and Control Solutions                             205             233
Specialty Materials                                           (8)             10
Transportation Systems                                        91              92
Corporate                                                    (33)            (38)
                                                          ------          ------
  Total segment profit                                       558             635
                                                          ------          ------
Gain (loss) on sale of non-strategic businesses                9               -
Equity in income of affiliated companies                       7               7
Other income (expense)                                       (11)              4
Interest and other financial charges                         (82)            (86)
Repositioning, environmental and other charges
  included in cost of goods sold and selling,
  general and administrative expenses                        (28)              -
                                                          ------          ------

  Income before taxes and cumulative effect
    of accounting change                                    $453            $560
                                                          ======          ======

         Aerospace sales of $2,231 million in the third quarter of 2003
increased by $25 million, or 1 percent compared with the third quarter of 2002
as strong sales to our defense and space customers offset continued weakness in
sales to our commercial original equipment (OE) and aftermarket customers. Sales
to our defense and space customers increased by 11 percent with aftermarket
sales up by 23 percent and OE sales higher by 6 percent, resulting principally
from increased military replenishment, platform upgrades and growth in precision
guidance munitions. Sales to our air transport OE customers decreased by 7
percent reflecting scheduled production declines by our OE customers (primarily
Boeing and Airbus) due to reduced aircraft orders by commercial airlines. The
airline industry continues to be negatively impacted by general weakness in the
economy and the financial difficulties being encountered by certain major
carriers. Sales to our business and general aviation OE customers also decreased
by 23 percent reflecting a decline in projected deliveries of business jet
airplanes due to weakness in fractional demand and corporate profitability.
Sales to our commercial air transport aftermarket customers were lower by 3
percent as a decline in sales of commercial spare parts of 12 percent due to
lower discretionary spending by the airlines was partially offset by higher
sales of repair and overhaul services of 8 percent. Sales to our regional
transport aftermarket customers declined by 5 percent also due primarily to
lower sales of spare parts. The continued weakness in sales of spare parts to
our commercial aftermarket customers primarily results from the discretionary
nature of these sales as the airlines continue to reduce spending. Sales to our
business and general aviation aftermarket customers improved by 6 percent
largely due to strong repair and overhaul activity.

                                       24

         Aerospace segment profit of $303 million in the third quarter of 2003
decreased by $35 million, or 10 percent compared with the third quarter of 2002
due mainly to lower sales of higher-margin commercial aftermarket spare parts
and higher pension expense.

         Automation and Control Solutions sales of $1,875 million in the third
quarter of 2003 increased by $148 million, or 9 percent compared with the third
quarter of 2002 due to acquisitions of 6 percent and the favorable effect of
foreign exchange of 4 percent, partially offset by the impact of lower prices of
1 percent. Sales increased by 14 percent for our Automation and Control Products
business due to acquisitions, mainly Invensys Sensor Systems, and strong sales
of fire solutions products. Sales for our Process Solutions business (previously
Industry Solutions and Industrial Service businesses) increased by 7 percent
mainly due to the favorable effect of foreign exchange. Sales for our Building
Solutions business (previously Service business excluding the Industrial Service
business) decreased by 1 percent as lower volumes due to continued softness in
the non-residential construction market were partially offset by the favorable
effect of foreign exchange.

         Automation and Control Solutions segment profit of $205 million in the
third quarter of 2003 decreased by $28 million, or 12 percent compared with the
third quarter of 2002 due mainly to higher pension expense, the decline in
higher-margin energy-retrofit and discretionary spot sales in our Building
Solutions business, and increased research and development and investments in
sales and marketing capacity, mainly in our Automation and Control Products and
Building Solutions businesses, respectively. Segment profit was also adversely
impacted by pricing pressures mainly in our Automation and Control Products and
Process Solutions businesses.

         Specialty Materials sales of $777 million in the third quarter of 2003
decreased by $20 million, or 3 percent compared with the third quarter of 2002
due largely to the impact from the prior year divestiture of our Advanced
Circuits business. Lower sales resulting from temporary plant shutdowns in our
Fluorocarbons and Nylon Systems businesses offset the favorable effects of
foreign exchange and higher volumes in our refrigerants business.

         Specialty Materials segment loss of ($8) million in the third quarter
of 2003 compared with segment profit of $10 million in the third quarter of
2002. This decrease of $18 million in segment profit mainly resulted from the
impact of the temporary plant shutdowns in our Fluorocarbons and Nylon Systems
businesses, higher raw material costs (principally natural gas) and higher
pension expense. This decrease was partially offset by the impact of the prior
year write-down of property, plant and equipment in several businesses, the
benefits of cost actions and divestitures of non-strategic businesses.

         Transportation Systems sales of $885 million in the third quarter of
2003 increased by $67 million, or 8 percent compared with the third quarter of
2002 due mainly to the favorable effect of foreign exchange of 6 percent and a
favorable sales mix at our Garrett Engine Boosting Systems business. Sales at
our Garrett Engine Boosting Systems business increased by 16 percent due to a
favorable sales mix of 9 percent as worldwide demand for our turbochargers
continued to be strong, and the favorable effect of foreign exchange of 8
percent, partially offset by lower prices of 1 percent.

      Transportation Systems segment profit of $91 million in the third quarter
of 2003 decreased by $1 million, or 1 percent compared with the third quarter of
2002 due mainly to higher pension expense and lower aftermarket sales at our
Friction Materials business offset by the effect of higher sales at our Garrett
Engine Boosting Systems business.

                                       25

B. RESULTS OF OPERATIONS - NINE MONTHS 2003 COMPARED WITH NINE MONTHS 2002

     Net sales in the first nine months of 2003 were $16,916 million, an
increase of $497 million, or 3 percent compared with the first nine months of
2002. The increase in sales is attributable to the following:

                                                 
                  Acquisitions                           3 %
                  Divestitures                          (2)
                  Price                                  -
                  Volume                                (1)
                  Foreign exchange                       3
                                                        ---
                                                         3 %
                                                        ===

     A discussion of net sales by reportable segment can be found in the Review
of Business Segments section below.

     Cost of goods sold of $13,263 million in the first nine months of 2003
increased by $523 million, or 4 percent compared with the first nine months of
2002. This increase resulted from a $641 million increase due primarily to the
unfavorable impact of foreign exchange, a decrease in sales of higher-margin
products and services, primarily in our Aerospace and Automation and Control
Solutions reportable segments, and higher pension, product development and other
expenses. This increase was partially offset by a decrease of $118 million in
repositioning and other charges.

     Selling, general and administrative expenses of $2,194 million in the first
nine months of 2003 increased by $219 million, or 11 percent compared with the
first nine months of 2002 due mainly to higher pension and other employee
benefit costs and the unfavorable impact of foreign exchange.

     Pension expense was $116 million in the first nine months of 2003 compared
with pension income of $119 million in the first nine months of 2002. The
increase of $235 million in pension expense in the first nine months of 2003
compared with the first nine months of 2002 was due principally to a reduction
in 2003 in the assumed rate of return on plan assets from 10 to 9 percent, a
decrease in the market-related value of our pension plan assets during the
period 2000 to 2002 and the systematic recognition of higher net losses. These
losses resulted mainly from actual pension plan asset returns below the assumed
rate of return during the period 2000 to 2002.

     Gain on sale of non-strategic businesses of $40 million in the first nine
months of 2003 represents the net pretax gain on the dispositions of our
Engineering Plastics business and three other businesses in our Specialty
Materials and Aerospace reportable segments. Loss on sale of non-strategic
businesses of net $41 million in the first nine months of 2002 represented the
pretax loss on the dispositions of Specialty Materials' Pharmaceutical Fine
Chemicals (PFC) and Automation and Control's Consumer Products (Consumer
Products) businesses of $166 million partially offset by the pretax gain on the
disposition of our Bendix Commercial Vehicle Systems (BCVS) business of
$125 million.

     Business impairment charges of $43 million in the first nine months of 2002
related to the write-down of property, plant and equipment in our Friction
Materials business and the shutdown of a manufacturing facility in our Specialty
Materials reportable segment. See the repositioning and other charges section of
this Management's Discussion and Analysis for further details.

                                       26

     Equity in (income) loss of affiliated companies was income of $11 million
in the first nine months of 2003 compared with income of $17 million in the
first nine months of 2002. The decrease of $6 million in equity income in the
first nine months of 2003 compared with the first nine months of 2002 was due to
a charge of $2 million in the first nine months of 2003 related to the
impairment of a Specialty Materials' joint venture's investment. Also, the prior
year's first nine months included a charge of $13 million for severance actions
by our UOP joint venture offset by income of $15 million resulting from exiting
joint ventures in our Aerospace and Transportation Systems reportable segments.

     Other (income) expense, $16 million of income in the first nine months of
2003, compared with $26 million of income in the first nine months of 2002. The
decrease of $10 million in other income in the first nine months of 2003
compared with the first nine months of 2002 was due mainly to a decrease of $33
million in benefits from foreign exchange hedging resulting from the weakness in
the U.S. dollar partially offset by a gain of $20 million related to the
settlement of a patent infringement lawsuit.

     Interest and other financial charges of $253 million in the first nine
months of 2003 decreased by $8 million, or 3 percent compared with the first
nine months of 2002 due mainly to lower interest rates in the current period.

     Tax expense was $336 million in the first nine months of 2003 resulting in
an effective tax rate of 26.4 percent. Tax expense was $155 million in the first
nine months of 2002 resulting in an effective tax rate of 11.1 percent. The
effective tax rate was lower than the statutory rate of 35 percent in both the
current and prior year nine-month periods principally due to tax benefits on
export sales, favorable tax audit settlements and foreign tax planning
strategies. Tax expense in the first nine months of 2002 included the tax
benefit related to repositioning, business impairment and other charges, the
gain on the sale of our BCVS business, and the loss on the dispositions of our
PFC and Consumer Products businesses. The PFC and Consumer Products businesses
had a higher deductible tax basis than book basis that resulted in a tax
benefit.

     Net income was $917 million, or $1.07 per share, in the first nine months
of 2003 compared with net income of $1,247 million, or $1.52 per share, in the
first nine months of 2002. The decrease of $0.45 per share in the first nine
months of 2003 compared with the first nine months of 2002 was primarily due to
higher pension expense, including the impact of dilution from the prior year
contribution of Honeywell common stock to our U.S. pension plans, lower sales of
higher margin products and services, principally in our Aerospace and Automation
and Control Solutions reportable segments, higher product development and other
expenses and the cumulative effect of a change in accounting related to our
adoption of SFAS No. 143 on January 1, 2003.

                                       27

Review of Business Segments

                                                                   Nine Months Ended
                                                                     September 30,
                                                                -----------------------
                                                                 2003            2002
                                                                 ----            ----
                                                                        
Net Sales
Aerospace                                                       $ 6,454         $ 6,499
Automation and Control Solutions                                  5,429           5,094
Specialty Materials                                               2,377           2,425
Transportation Systems                                            2,650           2,349
Corporate                                                             6              52
                                                                -------         -------
                                                                $16,916         $16,419
                                                                =======         =======
Segment Profit
Aerospace                                                       $   745         $ 1,009
Automation and Control Solutions                                    567             660
Specialty Materials                                                  30              52
Transportation Systems                                              278             269
Corporate                                                           (99)           (109)
                                                                -------         -------
  Total segment profit                                            1,521           1,881
                                                                -------         -------
Gain (loss) on sale of non-strategic businesses                      40             (41)
Business impairment charges                                           -             (43)
Equity in income of affiliated companies                             11              17
Other income                                                         16              26
Interest and other financial charges                               (253)           (261)
Repositioning, environmental and other charges included
  in cost of goods sold and selling, general and
  administrative expenses                                           (62)           (177)
                                                                -------         -------
  Income before taxes and cumulative effect
    of accounting change                                        $ 1,273         $ 1,402
                                                                =======         =======

     Aerospace sales of $6,454 million in the first nine months of 2003
decreased by $45 million, or 1 percent compared with the first nine months of
2002 due to continued weakness in sales to our commercial OE and aftermarket
customers. Sales to our air transport OE customers declined by 18 percent
reflecting dramatically lower projected deliveries by our OE customers
(primarily Boeing and Airbus) due to reduced aircraft orders by commercial
airlines. The airline industry continues to be negatively impacted by general
weakness in the economy and the financial difficulties being encountered by
certain major carriers. Sales to our business and general aviation OE customers
decreased by 24 percent reflecting a decline in projected deliveries of business
jet airplanes due to weakness in fractional demand and corporate profitability.
Sales to our commercial air transport and regional aftermarket customers were
lower by 2 and 10 percent, respectively, mainly due to weakness in sales of
spare parts. The decrease in Aerospace sales in the first nine months of 2003
compared with the first nine months of 2002 was partially offset by an increase
in sales to our defense and space customers, with aftermarket sales up by 17
percent and OE sales higher by 6 percent, resulting principally from increased
military replenishment, platform upgrades and growth in precision guidance
munitions. Sales to our business and general aviation aftermarket customers were
higher by 7 percent largely due to increases in repair and overhaul activity. We
currently expect full year 2003 sales to our air transport and business and
general aviation OE customers to decline by 15 and 20 percent, respectively,
compared with the prior year due to reduced aircraft orders. We currently expect
that sales to our commercial aftermarket customers will be down by 3 percent for
the full year 2003 compared with the prior year due mainly to the financial
difficulties being experienced by the airlines and reduced flying hours.

                                       28

     Aerospace segment profit of $745 million in the first nine months of 2003
decreased by $264 million, or 26 percent compared with the first nine months of
2002 due mainly to lower sales of commercial original equipment and
higher-margin commercial aftermarket spare parts as well as higher pension
expense.

     Automation and Control Solutions sales of $5,429 million in the first nine
months of 2003 increased by $335 million, or 7 percent compared with the first
nine months of 2002 due to the favorable effects of foreign exchange of
5 percent and acquisitions, net of the prior year disposition of our Consumer
Products business, of 4 percent, partially offset by the impact of lower prices
and volumes of 1 percent each. Sales increased by 10 percent for our Automation
and Control Products business as the favorable effects of foreign exchange and
prior year acquisitions, mainly Invensys Sensor Systems, more than offset the
impact of the prior year disposition of our Consumer Products business and lower
volumes. Sales for our Process Solutions business increased by 6 percent mainly
due to the favorable effect of foreign exchange. Sales for our Building
Solutions business decreased by 1 percent as lower volumes due to continued
softness in the non-residential construction market were partially offset by the
favorable effect of foreign exchange.

     Automation and Control Solutions segment profit of $567 million in the
first nine months of 2003 decreased by $93 million, or 14 percent compared with
the first nine months of 2002 due mainly to higher pension expense, the decline
in higher-margin energy-retrofit and discretionary spot sales in our Building
Solutions business, and increased research and development and investments in
sales and marketing capacity, mainly in our Automation and Control Products and
Building Solutions businesses, respectively. Segment profit was also adversely
impacted by pricing pressures mainly in our Automation and Control Products and
Process Solutions businesses.

     Specialty Materials sales of $2,377 million in the first nine months of
2003 decreased by $48 million, or 2 percent compared with the first nine months
of 2002 due to the impact of the divestitures of our Advanced Circuits, PFC and
Engineering Plastics businesses, net of the current year acquisition of BASF's
nylon fiber business, of 5 percent, and lower prices of 1 percent partially
offset by the favorable effects of foreign exchange of 3 percent and higher
volumes of 1 percent.

     Specialty Materials segment profit of $30 million in the first nine months
of 2003 decreased by $22 million, or 42 percent compared with the first nine
months of 2002. This decrease resulted mainly from higher raw material costs
(principally natural gas) and higher pension expense, and the impact of the
temporary plant shutdowns in our Fluorocarbons and Nylon Systems businesses.
This decrease was partially offset by the impact of the prior year write-down of
property, plant and equipment in several businesses, the benefits of cost
actions and divestitures of non-strategic businesses.

     Transportation Systems sales of $2,650 million in the first nine months of
2003 increased by $301 million, or 13 percent compared with the first nine
months of 2002 due mainly to the favorable effect of foreign exchange of 9
percent, a favorable sales mix and volume growth of 3 percent and higher prices
of 1 percent. This increase resulted mainly from a 25 percent increase in sales
for our Garrett Engine Boosting Systems business due to a favorable sales mix
and volume growth of 14 percent as worldwide demand for our turbochargers
continued to be strong, and the favorable effect of foreign exchange of 12
percent, partially offset by lower prices of 1 percent.

     Transportation Systems segment profit of $278 million in the first nine
months of 2003 increased by $9 million, or 3 percent compared with the first
nine

                                       29

months of 2002 as the effect of higher sales in our Garrett Engine Boosting
Systems business was partially offset by higher pension, new product development
and introduction, facility relocations and other expenses, and lower aftermarket
sales at our Friction Materials business.

C. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     Total assets at September 30, 2003 were $28,385 million, an increase of
$826 million, or 3 percent from December 31, 2002 mainly due to an increase in
cash of $849 million. See details in Consolidated Statement of Cash Flows.

     Cash provided by operating activities of $1,696 million during the first
nine months of 2003 increased by $70 million compared with the first nine months
of 2002. This increase was due mainly to lower spending for repositioning
actions of $206 million and the inclusion of the final net payment to settle the
Litton legal action of $162 million in the first nine months of 2002. This
increase was partially offset by lower earnings and an increase in contributions
to our U.S. defined benefit pension plans of $70 million.

     We made asbestos related payments of $467 million, including legal fees, in
the first nine months of 2003 and expect to make additional asbestos related
payments of approximately $110 million during the fourth quarter of 2003. This
estimate is based on our experience in the first nine months of 2003 regarding
the timing of submissions of required evidential data by plaintiff firms. We had
$477 million of asbestos related insurance recoveries during the first nine
months of 2003 due primarily to the buyout of the NARCO and Bendix Equitas
insurance policies in April 2003 of $472 million. We previously anticipated
receiving the Equitas payments primarily during the period 2003 through 2007. We
expect to receive approximately $185 million in asbestos related insurance
recoveries during the fourth quarter of 2003. These cash flow projections are
consistent with our existing asbestos reserves. See Note 12 of Notes to
Financial Statements for further details.

     Cash used for investing activities of $381 million during the first nine
months of 2003 increased by $208 million compared with the first nine months of
2002 due mainly to an increase in spending for acquisitions of $92 million, the
inclusion of the proceeds from the disposition of a cost investment in our
Automation and Control Solutions reportable segment of $91 million in the first
nine months of 2002, and lower proceeds from sales of businesses of $46 million.
The increase in spending for acquisitions in the current period mainly relates
to the acquisitions of a fire controls and detection technology business and a
sensor business by our Automation and Control Solutions reportable segment and a
nylon films business by our Specialty Materials reportable segment. The first
nine months of 2003 included the proceeds of $137 million from our dispositions
of our Engineering Plastics business and several other businesses in our
Aerospace and Specialty Materials reportable segments, whereas the first nine
months of 2002 included the proceeds of $183 million from the dispositions of
our BCVS, PFC and Consumer Products businesses. This increase in cash used for
investing activities was partially offset by lower capital spending of
$37 million mainly reflecting the completion in 2002 of a major plant in our
Fluorines business. Our total capital spending for the full year 2003 is
projected to be approximately $650 million.

     We continuously assess the relative strength of each business in our
portfolio as to strategic fit, market position, profit and cash flow
contribution in order to upgrade our combined portfolio and identify business
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 business units that do not fit into our long-term
strategic plan based on their market position, relative profitability or growth
potential. These

                                      30

business units are considered for potential divestiture, restructuring or other
repositioning actions subject to regulatory constraints.

     Cash used for financing activities of $645 million during the first nine
months of 2003 decreased by $234 million compared with the first nine months of
2002 due mainly to a decrease in scheduled repayments of long-term debt in the
current period partially offset by higher net repayments of short-term debt and
higher dividend payments. Total debt of $5,207 million at September 30, 2003 was
$118 million, or 2 percent higher than at December 31, 2002 principally
reflecting the assumption of $268 million of debt associated with the purchase
of assets under leases qualifying as variable interest entities partially offset
by lower short-term borrowings.

     In November 2003, Honeywell announced its intention to repurchase
sufficient outstanding shares of its common stock to offset the dilutive
impact of employee plans, including future option exercises, restricted unit
vesting and matching contributions under our savings plans. We currently
expect to repurchase approximately 7-10 million shares on an annual basis
and to initiate the program in the fourth quarter of 2003.

Repositioning and Other Charges

     A summary of repositioning and other charges follows:

                                         Three Months Ended           Nine Months Ended
                                            September 30,               September 30,
                                         ------------------           -----------------
                                         2003          2002           2003         2002
                                         ----          ----           ----         ----
                                                                      
Severance                                $  9          $  -           $ 31         $ 73
Asset impairments                           2             -              2           68
Exit costs                                  1             -              4           23
Reserve adjustments                       (14)            -            (37)         (43)
                                         ----          ----           ----         ----
  Total net repositioning charge           (2)            -              -          121
                                         ----          ----           ----         ----
Probable and reasonably estimable
  environmental liabilities                28             -             60            -
Business impairment charges                 -             -              -           43
Investment impairment charges               2             -              2            -
Customer claims and settlements
  of contract liabilities                   -             -              -           29
Write-offs of receivables,
  inventories and other assets              2             -              2           40
                                         ----          ----           ----         ----
  Total net repositioning and other
    charges                              $ 30          $  -           $ 64         $233
                                         ====          ====           ====         ====

     The following table summarizes the pretax distribution of total net
repositioning and other charges by income statement classification:

                                         Three Months Ended           Nine Months Ended
                                            September 30,               September 30,
                                         ------------------           -----------------
                                         2003          2002           2003         2002
                                         ----          ----           ----         ----
                                                                       
Cost of goods sold                        $26          $  -            $55         $173
Selling, general and administrative
  expenses                                  2             -              7            4
Business impairment charges                 -             -              -           43
Equity in (income) loss of
  affiliated companies                      2             -              2           13
                                         ----          ----           ----         ----
                                          $30          $  -            $64         $233
                                         ====          ====           ====         ====

                                       31

         The following table summarizes the pretax impact of total net
repositioning and other charges by reportable segment:

                                         Three Months Ended           Nine Months Ended
                                            September 30,               September 30,
                                         ------------------           -----------------
                                         2003          2002           2003         2002
                                         ----          ----           ----         ----
                                                                       
Aerospace                                 $ -           $ -           $ (2)        $  6
Automation and Control Solutions           (8)            -            (16)          61
Specialty Materials                         5             -             12          132
Transportation Systems                      3             -              3           30
Corporate                                  30             -             67            4
                                          ---           ---           ----         ----
                                          $30           $ -           $ 64         $233
                                          ===           ===           ====         ====

     In the third quarter of 2003, we recognized a charge of $12 million mainly
for severance costs related to workforce reductions of 141 manufacturing and
administrative positions principally in our Aerospace and Specialty Materials
reportable segments. Also, $14 million of previously established accruals,
mainly for severance, were returned to income in the third quarter of 2003, due
to fewer employee separations than originally anticipated associated with
certain 2002 repositioning actions, resulting in reduced severance liabilities
in our Automation and Control Solutions, Aerospace and Specialty Materials
reportable segments.

         In the second quarter of 2003, we recognized a charge of $25 million
mainly for severance costs related to workforce reductions of 448 manufacturing
and administrative positions principally in our Specialty Materials and
Aerospace reportable segments. Also, $23 million of previously established
accruals, mainly for severance, were returned to income in the second quarter of
2003, due to fewer employee separations than originally anticipated associated
with certain 2002 repositioning actions, resulting in reduced severance
liabilities in our Automation and Control Solutions, Aerospace and Specialty
Materials reportable segments.

     As disclosed in our 2002 Annual Report on Form 10-K, we recognized
repositioning charges totaling $453 million in 2002 ($0 and $164 million were
recognized in the three- and nine-month periods ended September 30, 2002). The
components of the charges included severance costs of $270 million, asset
impairments of $121 million and other exit costs of $62 million. Severance costs
were related to announced workforce reductions of approximately 8,100
manufacturing and administrative positions across all of our reportable segments
and our UOP process technology joint venture, of which approximately 6,000
positions have been eliminated as of September 30, 2003. These actions are
expected to be substantially completed by December 31, 2003. Also, $76 million
of previously established severance accruals were returned to income in 2002,
due to fewer employee separations than originally anticipated and higher than
expected voluntary employee attrition resulting in reduced severance liabilities
in our Aerospace, Automation and Control Solutions and Specialty Materials
reportable segments.

     These repositioning actions are expected to generate incremental pretax
savings of approximately $400 million in 2003 compared with 2002 principally
from planned workforce reductions and facility consolidations. Cash expenditures
for severance and other exit costs necessary to execute these actions were
$147 million in the nine months ended September 30, 2003 and were funded through
operating cash flows. Cash spending for severance and other exit costs necessary
to execute the 2003 and remaining 2002 repositioning actions will approximate
$200 million in 2003 and will be funded mainly though operating cash flows.

     In the third quarter of 2003, we recognized other charges consisting of
legacy environmental matters deemed probable and reasonably estimable in the
third quarter of 2003 of $28 million, the write-off of equipment in our
Specialty

                                       32

Materials reportable segment of $2 million and a charge related to an impairment
of a Specialty Materials' joint venture's investment of $2 million.

     In the second quarter of 2003, we recognized other charges of $32 million
for legacy environmental matters deemed probable and reasonably estimable in the
second quarter of 2003 including the matter entitled Interfaith Community
Organization, et al. v. Honeywell International Inc., et al. as discussed in
Note 12 of Notes to Financial Statements.

     In the second quarter of 2002, we recognized other charges consisting of
customer claims and settlements of contract liabilities of $29 million and
write-offs of receivables, inventories and other assets of $40 million. Such
charges related mainly to our Advanced Circuits business which was sold in the
fourth quarter of 2002, bankruptcy of a customer in our Aerospace reportable
segment, and customer claims in our Industry Solutions business.

     In the first quarter of 2002, we recognized an impairment charge of $27
million related to the write-down of property, plant and equipment of our
Friction Materials business, which is classified as assets held for disposal in
Other Current Assets (a plan of disposal of Friction Materials was adopted in
2001; in January 2003, we entered into a letter of intent to sell this business
to Federal-Mogul Corp. - See Note 12 of Notes to Financial Statements). In the
first quarter of 2002, we also recognized an asset impairment charge of $16
million related to the shutdown of a chemical manufacturing facility in our
Specialty Materials reportable segment.

D. OTHER MATTERS

Critical Accounting Policies

     As disclosed in the Defined Benefit Pension Plans section of our Critical
Accounting Policies in Management's Discussion and Analysis of Financial
Condition and Results of Operations of our 2002 Annual Report on Form 10-K, the
key assumptions in determining pension expense are our expected return on plan
assets and the discount rate on plan liabilities. Assuming our pension fund
assets earn a 9 percent rate of return in the year ending December 31, 2003, the
discount rate decreases to 6.25 percent at December 31, 2003 (assumed rate based
on current market conditions), and there are no additional plan contributions
beyond the $170 million contributed in April 2003, pension expense would
increase by approximately $0.30 per share for the year ending December 31, 2004.
Such increase in pension expense in 2004 compared with 2003 would be principally
due to a decrease in the market-related value of pension plan assets and the
systematic recognition of unrecognized net losses mainly resulting from actual
pension plan asset returns below the assumed rate of return during the period
2000 to 2002, as well as lower interest rates.

     Future pension plan contributions are dependent upon actual plan asset
returns and interest rates. Assuming that actual plan returns are consistent
with our assumed plan return rate of 9 percent in 2003 and beyond, and the
discount rate is 6.25 percent, we would not be required to make any
contributions in 2003 or 2004.

     Statement of Financial Accounting Standards No. 87, "Employers' Accounting
For Pensions" requires recognition of an Additional Minimum Pension Liability if
the fair value of plan assets is less than the accumulated benefit obligation at
the end of the plan year. Based on September 30, 2003 actual plan asset values
and a discount rate of 6.25 percent (based on current market interest rates), we
would not expect a significant increase in our Additional Minimum Pension
Liability as of December 31, 2003.

                                       33

Recent Accounting Pronouncements

     See Note 2 of Notes to Financial Statements for a discussion of recent
accounting pronouncements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     See our 2002 Annual Report on Form 10-K (Item 7A). At September 30, 2003,
there has been no material change in this information.

ITEM 4.  CONTROLS AND PROCEDURES

     Honeywell management, including the Chief Executive Officer and Chief
Financial Officer, conducted an evaluation of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
Quarterly Report on Form 10-Q. Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that such disclosure controls
and procedures were effective as of the end of the period covered by this
Quarterly Report on Form 10-Q in alerting them on a timely basis to material
information relating to Honeywell required to be included in Honeywell's
periodic filings under the Exchange Act. There have been no changes that have
materially affected, or are reasonably likely to materially affect, Honeywell's
internal control over financial reporting that have occurred during the period
covered by this Quarterly Report on Form 10-Q.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     Shareowner Litigation - Honeywell and seven of its current and former
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. On January 15, 2002, the
District Court dismissed the consolidated complaint against four of Honeywell's
current and former officers. The Court has granted plaintiffs' motion for class
certification defining the class as all purchasers of Honeywell stock between
December 20, 1999 and June 19, 2000.

     The parties participated in a two-day settlement mediation in April 2003 in
an attempt to resolve the cases without resort to a trial. The mediation proved
unsuccessful in resolving the cases. Discovery in the cases, which had been
stayed pending completion of the mediation, has resumed. A further mediation
session is planned for the fourth quarter of 2003.

     We continue to believe that the allegations in the Securities Law
Complaints are without merit. Although it is not possible at this time to
predict the outcome of these cases, we expect to prevail. However, an adverse
outcome could be material to our consolidated 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.

     ERISA Class Action Lawsuit - In April 2003, Honeywell and several of its
current and former officers were named as defendants in a purported class action

                                       34

lawsuit filed in the United States District Court for the District of New
Jersey. The complaint principally alleges that the defendants breached their
fiduciary duties to participants in the Honeywell Savings and Ownership Plan
(the "Savings Plan") by purportedly making false and misleading statements,
failing to disclose material information concerning Honeywell's financial
performance, and failing to diversify the Savings Plan's assets and monitor the
prudence of Honeywell stock as a Savings Plan investment. In July 2003, an
amended complaint making similar allegations and naming several current and
former officers and directors as defendants was filed in the same district. In
September 2003, Honeywell filed a motion to dismiss the amended complaint.

     Although it is not possible at this time to predict the outcome of this
litigation, we believe that the allegations in these complaints are without
merit and we expect to prevail. An adverse litigation outcome could, however, be
material to our consolidated 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.

     Environmental Matters - We are subject to various federal, state and local
government requirements relating to the protection of employee health and safety
and the environment. We believe that, as a general matter, our policies,
practices and procedures are properly designed to prevent unreasonable risk of
environmental damage and personal injury to our employees and employees of our
customers and that our handling, manufacture, use and disposal of hazardous or
toxic substances are in accord with environmental laws and regulations. However,
mainly because of past operations and operations of predecessor companies, we,
like other companies engaged in similar businesses, have incurred remedial
response and voluntary cleanup costs for site contamination and are a party to
lawsuits and claims associated with environmental matters, including past
production of products containing toxic substances. Additional lawsuits, claims
and costs involving environmental matters are likely to continue to arise in the
future.

     With respect to environmental matters involving site contamination, we
continually conduct studies, individually at our owned sites, and jointly as a
member of industry groups at non-owned sites, to determine the feasibility of
various remedial techniques to address environmental matters. It is our policy
to record appropriate liabilities for environmental matters when environmental
assessments are made or remedial efforts or damage claim payments are probable
and the costs can be reasonably estimated. With respect to site contamination,
the timing of these accruals is generally no later than the completion of
feasibility studies. We expect to fund expenditures for these matters from
operating cash flow. The timing of cash expenditures depends on a number of
factors, including the timing of litigation and settlements of personal injury
and property damage claims, regulatory approval of cleanup projects, remedial
techniques to be utilized and agreements with other parties.

     Although we do not currently possess sufficient information to reasonably
estimate the amounts of liabilities to be recorded upon future completion of
studies, litigation or settlements, and neither the timing nor the amount of the
ultimate costs associated with environmental matters can be determined, they
could be material to our consolidated results of operations. However,
considering our past experience and existing reserves, we do not expect that
these matters will have a material adverse effect on our consolidated financial
position.

     In the matter entitled Interfaith Community Organization, et al. v.
Honeywell International Inc., et al., the United States District Court for the
District of New Jersey held in May 2003 that a predecessor Honeywell site
located in Jersey City, New Jersey constituted an imminent and substantial
endangerment and ordered Honeywell to conduct the excavation and transport for
offsite disposal of approximately one million tons of chromium residue present
at the site. Honeywell

                                       35

strongly disagrees with the court's determinations and has appealed the court's
decision to the Third Circuit Court of Appeals. The Third Circuit Court of
Appeals has referred the case for mediation. In October 2003, the District Court
denied Honeywell's motion for a stay of certain aspects of its May 2003 order,
and we are considering whether to appeal such ruling. The site at issue is one
of twenty-one sites located in Jersey City, New Jersey which are the subject of
an Administrative Consent Order (ACO) entered into with the New Jersey
Department of Environmental Protection (NJDEP) in 1993. Under the ACO, Honeywell
agreed to study and remediate these sites in accordance with NJDEP's directions,
provided that the total costs of such studies and remediation do not exceed $60
million. Honeywell has cooperated with the NJDEP under the ACO and believes that
decisions regarding site cleanups should be made by NJDEP under the ACO. We are
confident that proceeding under the ACO will ensure a safe remediation and allow
the property to be placed back into productive use much faster and at a cost
significantly less than the remedies required by the court's order. We have not
completed development of a remedial action plan for the excavation and offsite
disposal directed under the court's order and therefore are unable to estimate
the cost of such actions. At trial, plaintiff's expert testified that the
excavation and offsite disposal cost might be $400 million. However, there are
significant variables in the implementation of the court's order and depending
on the method of implementation chosen, the estimate could increase or decrease.
Provisions have been previously made in our financial statements as to remedial
costs consistent with the ACO and during the three months ended June 30, 2003 we
provided for additional costs which are likely to be incurred during the
pendency of our appeal, which provisions do not assume excavation and offsite
removal of chromium from the site. There are alternative outcomes and remedies
beyond the scope of the ACO that could result from the remanding, reversal or
replacement of the Court's decision and order. At this time, we can neither
identify a probable alternative outcome nor reasonably estimate the cost of an
alternative remedy. Although we expect the court's decision and order to be
remanded, reversed or replaced, should the remedies prescribed in the court's
decision and order ultimately be upheld, such outcome could have a material
adverse impact on our consolidated results of operations or operating cash flows
in the periods recognized or paid.

     Asbestos Matters - Like many other industrial companies, Honeywell is a
defendant in personal injury actions related to asbestos. We did not mine or
produce asbestos, nor did we make or sell insulation products or other
construction materials that have been identified as the primary cause of
asbestos related disease in the vast majority of claimants. Rather, we made
several products that contained small amounts of asbestos.

     Honeywell's Bendix Friction Materials business manufactured automotive
brake pads that included asbestos in an encapsulated form. There is a group of
potential claimants consisting largely of professional brake mechanics. From
1981 through September 30, 2003, we have resolved about 62,500 Bendix claims at
an average indemnity cost per claim of approximately two thousand nine hundred
dollars. Through the second quarter of 2002, Honeywell had no out-of-pocket
costs for these cases since its insurance deductible was satisfied many years
ago. Beginning with claim payments made in the third quarter of 2002, Honeywell
began advancing indemnity and defense claim costs that amounted to approximately
$75 million in payments in the nine months ended September 30, 2003. A
substantial portion of this amount is expected to be reimbursed by insurance.
There are currently approximately 71,000 claims pending.

     On January 30, 2003, Honeywell and Federal-Mogul Corp. (Federal-Mogul)
entered into a letter of intent (LOI) pursuant to which Federal-Mogul would
acquire Honeywell's automotive Bendix Friction Materials (Bendix) business, with
the exception of certain U.S. based assets. In exchange, Honeywell would receive
a permanent channeling injunction shielding it from all current and future
personal injury asbestos liabilities related to Honeywell's Bendix business.

                                       36

     Federal-Mogul, its U.S. subsidiaries and certain of its United Kingdom
subsidiaries voluntarily filed for financial restructuring under Chapter 11 of
the U.S. Bankruptcy Code in October 2001. Federal-Mogul will seek to establish
one or more trusts under Section 524(g) of the U.S. Bankruptcy Code as part of
its reorganization plan, including a trust for the benefit of Bendix asbestos
claimants. The reorganization plan to be submitted to the Bankruptcy Court for
approval will contemplate that the U.S. Bankruptcy Court in Delaware would issue
an injunction in favor of Honeywell that would channel to the Bendix 524(g)
trust all present and future asbestos claims relating to Honeywell's Bendix
business. The 524(g) trust created for the benefit of the Bendix claimants would
receive the rights to proceeds from Honeywell's Bendix related insurance
policies and would make these proceeds available to the Bendix claimants.
Honeywell would have no obligation to contribute any additional amounts toward
the settlement or resolution of Bendix related asbestos claims.

     In the fourth quarter of 2002, we recorded a charge of $167 million
consisting of a $131 million reserve for the sale of Bendix to Federal-Mogul,
our estimate of asbestos related liability net of insurance recoveries and costs
to complete the anticipated transaction with Federal-Mogul. Completion of the
transaction contemplated by the LOI is subject to the negotiation of definitive
agreements, the confirmation of Federal-Mogul's plan of reorganization by the
Bankruptcy Court, the issuance of a final, non-appealable 524(g) channeling
injunction permanently enjoining any Bendix related asbestos claims against
Honeywell, and the receipt of all required governmental approvals. We do not
believe that completion of such transaction as contemplated under the LOI would
have a material adverse impact on our consolidated results of operations or
financial position.

     During the third quarter of 2003, DaimlerChrysler AG, Ford Motor Co. and
General Motors Corp. filed a lawsuit in the U.S. Bankruptcy Court, against
Honeywell and Federal-Mogul seeking a declaration that Honeywell's Bendix unit
cannot be sold to Federal-Mogul and receive protection from asbestos claims
under Section 524(g) of the U.S. Bankruptcy Code. Honeywell believes the lawsuit
is without merit and intends to vigorously defend against the allegations in the
complaint.

     There can be no assurance, however, that the transaction contemplated by
the LOI will be completed. Honeywell presently has approximately $1.9 billion of
insurance coverage remaining with respect to Bendix related asbestos claims.
Although it is impossible to predict the outcome of pending or future claims, in
light of our potential exposure, our prior experience in resolving these claims,
and our insurance coverage, we do not believe that the Bendix related asbestos
claims will have a material adverse effect on our consolidated financial
position.

     Another source of claims is refractory products (high temperature bricks
and cement) sold largely to the steel industry in the East and Midwest by North
American Refractories Company (NARCO), a business we owned from 1979 to 1986.
Less than 2 percent of NARCO's products contained asbestos.

     When we sold the NARCO business in 1986, we agreed to indemnify NARCO with
respect to personal injury claims for products that had been discontinued prior
to the sale (as defined in the sale agreement). NARCO retained all liability for
all other claims. NARCO had resolved approximately 176,000 claims through
January 4, 2002, the date NARCO filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code, at an average cost per claim of two thousand two hundred
dollars. Of those claims, 43 percent were dismissed on the ground that there was
insufficient evidence that NARCO was responsible for the claimant's asbestos
exposure. As of the date of NARCO's bankruptcy filing, there were approximately
116,000 remaining claims pending against NARCO, including approximately 7
percent in which Honeywell was also named as a defendant. Since 1983, Honeywell
and our insurers have contributed to the defense and settlement costs associated
with

                                       37

NARCO claims. We have approximately $1.3 billion (excluding insurance recoveries
in October 2003 - see discussion below) of insurance remaining that can be
specifically allocated to NARCO related liability.

     As a result of the NARCO bankruptcy filing, all of the claims pending
against NARCO are automatically stayed pending the reorganization of NARCO
except one claim which is not material as to which the stay was lifted in
August 2003. Because the claims pending against Honeywell necessarily will
impact the liabilities of NARCO, because the insurance policies held by
Honeywell are essential to a successful NARCO reorganization, and because
Honeywell has offered to commit the value of those policies to the
reorganization, the bankruptcy court has temporarily enjoined any claims
against Honeywell, current or future, related to NARCO. Although the
stay has been extended nineteen times since January 4, 2002, there is no
assurance that such stay will remain in effect. In connection with NARCO's
bankruptcy filing, we paid NARCO's parent company $40 million and agreed to
provide NARCO with up to $20 million in financing. We also agreed to pay $20
million to NARCO's parent company upon the filing of a plan of reorganization
for NARCO acceptable to Honeywell, and to pay NARCO's parent company $40
million, and to forgive any outstanding NARCO indebtedness, upon the
confirmation and consummation of such a plan.

     As a result of ongoing negotiations with counsel representing NARCO related
asbestos claimants regarding settlement of all pending and potential NARCO
related asbestos claims against Honeywell, we have reached definitive agreements
or agreements in principle with approximately 256,000 claimants, which
represents in excess of 90 percent of the approximately 275,000 current
claimants who are now expected to file a claim as part of the NARCO
reorganization process. We are also in discussions with the NARCO Committee of
Asbestos Creditors on Trust Distribution Procedures for NARCO. We believe that,
as part of the NARCO plan of reorganization, a trust will be established
pursuant to these Trust Distribution Procedures for the benefit of all asbestos
claimants, current and future. If the trust is put in place and approved by the
court as fair and equitable, Honeywell as well as NARCO will be entitled to a
permanent channeling injunction barring all present and future individual
actions in state or federal courts and requiring all asbestos related claims
based on exposure to NARCO products to be made against the federally-supervised
trust. As part of its ongoing settlement negotiations, Honeywell has reached
agreement in principle with the representative for future NARCO claimants to cap
its annual contributions to the trust with respect to future claims at a level
that would not have a material impact on Honeywell's operating cash flows. Given
the substantial progress of negotiations between Honeywell and NARCO related
asbestos claimants and between Honeywell and the Committee of Asbestos Creditors
during the fourth quarter of 2002, Honeywell developed an estimated liability
for settlement of pending and future asbestos claims.

     During the fourth quarter of 2002, Honeywell recorded a charge of $1.4
billion for NARCO related asbestos litigation charges, net of insurance
recoveries. This charge consists of the estimated liability to settle current
asbestos related claims, the estimated liability related to future asbestos
related claims through 2018 and obligations to NARCO's parent, net of insurance
recoveries of $1.8 billion.

     The estimated liability for current claims is based on terms and
conditions, including evidentiary requirements, in definitive agreements or
agreements in principle with in excess of 90 percent of current claimants. Once
finalized, settlement payments with respect to current claims are expected to be
made over approximately a four-year period.

                                       38

     The liability for future claims estimates the probable value of future
asbestos related bodily injury claims asserted against NARCO over a 15 year
period and obligations to NARCO's parent as discussed above. In light of the
uncertainties inherent in making long-term projections we do not believe that we
have a reasonable basis for estimating asbestos claims beyond 2018 under
Statement of Financial Accounting Standard No. 5 "Accounting for Contingencies."
Honeywell retained the expert services of Hamilton, Rabinovitz and Alschuler,
Inc. (HR&A) to project the probable number and value, including trust claim
handling costs, of asbestos related future liabilities. The methodology used to
estimate the liability for future claims has been commonly accepted by numerous
courts and is the same methodology that is utilized by an expert who is
routinely retained by the asbestos claimants committee in asbestos related
bankruptcies. The valuation methodology includes an analysis of the population
likely to have been exposed to asbestos containing products, epidemiological
studies to estimate the number of people likely to develop asbestos related
diseases, NARCO claims filing history and the pending inventory of NARCO
asbestos related claims.

     Honeywell has substantial insurance that reimburses it for portions of the
costs incurred to settle NARCO related claims and court judgments as well as
defense costs. This coverage is provided by a large number of insurance policies
written by dozens of insurance companies in both the domestic insurance market
and the London excess market. At September 30, 2003, a significant portion of
this coverage is with London-based insurance companies under a coverage-in-place
agreement. Coverage-in-place agreements are settlement agreements between
policyholders and the insurers specifying the terms and conditions under which
coverage will be applied as claims are presented for payment. These agreements
govern such things as what events will be deemed to trigger coverage, how
liability for a claim will be allocated among insurers and what procedures the
policyholder must follow in order to obligate the insurer to pay claims. We
conducted an analysis to determine the amount of insurance that we estimate is
probable that we will recover in relation to payment of current and projected
future claims. While the substantial majority of our insurance carriers are
solvent, some of our individual carriers are insolvent, which has been
considered in our analysis of probable recoveries. Some of our insurance
carriers have challenged our right to enter into settlement agreements resolving
all NARCO related asbestos claims against Honeywell. However, we believe there
is no factual or legal basis for such challenges and we believe that it is
probable that we will prevail in the resolution of, or in any litigation that is
brought regarding these disputes and, as of September 30, 2003, we have
recognized approximately $550 million in probable insurance recoveries from
these carriers. We made judgments concerning insurance coverage that we believe
are reasonable and consistent with our historical dealings with our insurers,
our knowledge of any pertinent solvency issues surrounding insurers and various
judicial determinations relevant to our insurance programs. Based on our
analysis, we recorded insurance recoveries that are deemed probable through 2018
of $1.8 billion. A portion of this insurance has been received, primarily from
Equitas, as discussed below.

     During the nine months ended September 30, 2003, we made asbestos related
payments of $467 million, including legal fees. During the nine months ended
September 30, 2003, we received $477 million in insurance reimbursements
including $472 million in cash received from Equitas related to a comprehensive
policy buy-back settlement of all insurance claims by Honeywell against Equitas.
The settlement resolves all claims by Honeywell against Equitas arising from
asbestos claims related to NARCO and Bendix.

     Projecting future events is subject to many uncertainties that could cause
the NARCO related asbestos liabilities to be higher or lower than those
projected and recorded. There is no assurance that ongoing settlement
negotiations will be successfully completed, that a plan of reorganization will
be proposed or confirmed, that insurance recoveries will be timely or whether
there will be any

                                       39

NARCO related asbestos claims beyond 2018. Given the inherent uncertainty in
predicting future events, we plan to review our estimates periodically, and
update them based on our experience and other relevant factors. Similarly we
will reevaluate our projections concerning our probable insurance recoveries in
light of any changes to the projected liability or other developments that may
impact insurance recoveries.

     In October 2003, we received approximately $150 million in cash from
various insurance companies related to our NARCO asbestos claims.

     We are monitoring proposals for federal asbestos legislation pending in the
United States Congress. Due to the uncertainty surrounding the proposed
legislation, it is not possible at this point in time to determine what impact
such legislation would have on the NARCO bankruptcy strategy, the proposed
transaction with Federal-Mogul, or our asbestos liabilities and related
insurance recoveries.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits. See the Exhibit Index on page 42 of this Quarterly Report on
         Form 10-Q.

     (b) Reports on Form 8-K. The following reports on Form 8-K were filed
         during the three months ended September 30, 2003.

         1. On July 17, 2003, a report was filed which furnished, under Item 12,
            a press release reporting our earnings for the second quarter of
            2003.

                                     40

                                   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: November 7, 2003                    By: /s/ John J. Tus
                                              ---------------------------------
                                              John J. Tus
                                              Vice President and Controller
                                              (on behalf of the Registrant
                                              and as the Registrant's
                                              Principal Accounting Officer)

                                       41

                                  EXHIBIT INDEX

Exhibit Number                                       Description
- --------------                                       ------------
                                            
     2                                           Omitted (Inapplicable)

     3                                           Omitted (Inapplicable)

     4                                           Omitted (Inapplicable)

     10.2*                                       Employment Separation Agreement and Release
                                                 between Richard F. Wallman and Honeywell
                                                 International Inc. dated July 17, 2003 (filed
                                                 herewith)

     11                                          Computation of Per Share Earnings**

     12                                          Computation of Ratio of Earnings to Fixed Charges (filed herewith)

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

     18                                          Omitted (Inapplicable)

     19                                          Omitted (Inapplicable)

     22                                          Omitted (Inapplicable)

     23                                          Omitted (Inapplicable)

     24                                          Omitted (Inapplicable)

     31.1                                        Certification of Principal Executive Officer
                                                 Pursuant to Section 302 of the Sarbanes-Oxley
                                                 Act of 2002 (filed herewith)

     31.2                                        Certification of Principal Financial Officer
                                                 Pursuant to Section 302 of the Sarbanes-Oxley
                                                 Act of 2002 (filed herewith)

     32.1                                        Certification of Principal Executive Officer
                                                 Pursuant to 18 U.S.C. Section 1350, as
                                                 Adopted Pursuant to Section 906 of the
                                                 Sarbanes-Oxley Act of 2002 (filed herewith)

     32.2                                        Certification of Principal Financial Officer
                                                 Pursuant to 18 U.S.C. Section 1350, as
                                                 Adopted Pursuant to Section 906 of the
                                                 Sarbanes-Oxley Act of 2002 (filed herewith)

     99                                          Omitted (Inapplicable)

- ----------

*  The Exhibits identified above with an asterisk (*) are management contracts
   or compensatory plans or arrangements.

** Data required by Statement of Financial Accounting Standards No. 128,
   "Earnings per Share", is provided in Note 9 to the condensed consolidated
   financial statements in this report.

                                       42

                             STATEMENT OF DIFFERENCES

The section symbol shall be expressed as.................................. 'SS'

                                                                    EXHIBIT 10.2

                                                                      Memorandum
[HONEYWELL LOGO]

Date:      July 17, 2003

To:        Richard F. Wallman

From:      Thomas W. Weidenkopf

Subject:   Employment Separation Agreement and Release

This Employment Separation Agreement and Release ("Agreement and Release")
confirms our mutual understanding regarding your rights and benefits under the
Honeywell International Inc. Severance Plan for Senior Executives ("Senior
Severance Plan") incident to your termination of employment from Honeywell
International Inc., its predecessor companies, affiliates, subsidiaries and
business units, past and present ("Honeywell" or the "Company"). By signing this
Agreement and Release, you hereby acknowledge that these benefits are in full
satisfaction of all rights to termination or severance related benefits for
which you may have been eligible or may claim to be eligible under any agreement
or promise, whether written or oral, express or implied, or any Company
sponsored severance plan (including the Senior Severance Plan) or program.

Date of Termination

You have previously agreed to your separation from service from the Company.
Accordingly, your last day of work will be August 31, 2003 ("Last Day of Active
Employment").

Vacation Pay

Unused current year accrued vacation pay shall be paid out as a lump sum as soon
as practicable after your Last Day of Active Employment. You are entitled to 13
days of unused current year accrued vacation pay. Current year vacation pay
ceases to accrue as of your Last Day of Active Employment.

After your Last Day of Active Employment, you shall be entitled to 20 days of
pay attributable to your grandfathered vacation transition amount. Your
grandfathered vacation transition amount shall be paid periodically in
accordance with your normal pay cycle ("Grandfathered Vacation Period").

Severance Pay

Provided you sign and return this Agreement and Release in the form provided to
you, you shall receive 18 months of base salary continuation ("Base Salary
Continuation Pay"). Your Base Salary Continuation Pay shall be paid
periodically, commencing September 30, 2003, in accordance with your normal pay
cycle for the first twelve (12) months. The remaining six (6) months of your
Base Salary Continuation Pay shall be paid as a lump sum twelve (12) months
after the end of your Grandfathered Vacation Period.

The period commencing September 30, 2003 and ending March 29, 2005 is
hereinafter referred to as your "Salary Continuation Period". The period
commencing on the day following your Last Day of Active Employment and ending on
the last day of your Salary Continuation Period is referred to herein as the
"Benefit Period".

During your Salary Continuation Period, you shall be eligible for a short-term
incentive compensation award in accordance with the terms of the Senior
Severance Plan ("Bonus Continuation Pay"). The amount of such award for each
calendar year which contains a portion of your Salary Continuation Period shall
be calculated by (i) multiplying your base salary by your incentive compensation
target of 85%, and (ii) multiplying the product by a fraction, the numerator of
which is the number of months of the Salary Continuation Period contained in the
calendar year, and the denominator of which is 12. For purposes of this
paragraph only, your Salary Continuation Period shall be deemed to commence on
the first day of the month coincident with or next following the end of your
Grandfathered Vacation Period. Incentive compensation payments hereunder will be
paid in the first quarter of the calendar year following the applicable portion
of your Salary Continuation Period with respect to which the incentive
compensation award is being paid.

The aggregate of your Base Salary Continuation Pay and Bonus Continuation Pay
are hereinafter referred to as "Severance Pay".

The Company reserves the right in its sole discretion to continue your Severance
Pay and/or certain benefits while you review this Agreement and Release,
provided that this Severance Pay and benefits continuation shall in no event be
construed as a waiver by the Company of the provision in the Senior Severance
Plan making benefits contingent on execution of a release of claims in favor of
the Company.

Provided that you have signed and returned this Agreement and Release in the
form provided, in the event of your death after your Last Day of Active
Employment, payment of any remaining Severance Pay owing under this Agreement
and Release will be made to your estate.

All vacation and Severance Pay benefits are subject to federal, state and other
applicable taxes and withholdings.

                                       2

Employee Benefits

A general description of your rights to continued participation in your employee
benefit plans is attached hereto as Exhibit A. Such description is for
information purposes only and is not a part of this Agreement and Release.

Additional Consideration

In addition to the benefits to which you are entitled under the Senior Severance
Plan, you shall be entitled to the following benefit(s) ("Additional Benefits"),
provided you sign and return this Agreement and Release in the form provided to
you:

1.       Short-Term Incentive Compensation Plan

         Under the AlliedSignal Inc. Incentive Compensation Plan for Executive
         Employees ("ICP Plan"), you are not entitled to receive a short-term
         incentive bonus for the current calendar year unless you are actively
         employed by the Company on the date short-term incentive bonuses are
         paid with respect to the current calendar year. Nevertheless, the
         Company will provide you with a 2003 short-term incentive bonus based
         upon your performance and contributions as an active employee during
         the current calendar year, as well as the Company's performance for
         such year. The Company reserves sole discretion regarding the amount
         and payment, if any, of any bonus attributable to the current calendar
         year. The bonus will be paid in accordance with the provisions of the
         ICP Plan, anticipated to be during the first quarter of the next
         calendar year. Any such bonus shall not include any period for which
         you have already received or will receive a short-term incentive
         compensation award.

2.       Stock Options

- ---------------------------------------------------------------------------------------
         Grant              Exercise         #              Vesting         Expiration
         Date                Price        Unvested                             Date
- ---------------------------------------------------------------------------------------
                                                               
         7/16/2001          $36.27         60,000         Will vest as        7/15/2011
                                                          scheduled on
                                                            1/1/2004
- ---------------------------------------------------------------------------------------

3.       Supplemental Pension Payment

         The previously funded benefits under the Honeywell International Inc.
         Supplemental Pension Plan ("SERP") that are currently being held in
         escrow for your benefit ("Previously Taxed Amounts") shall be paid to
         you in a single sum at the end of your Grandfathered Vacation Period.

                                       3

Repayment of Loan

You have previously received a loan from the Company. Within three (3) days
after you receive your Previously Taxed Amounts, you agree you will reimburse
Honeywell the full amount of such outstanding loan, together with all accrued
interest thereon. In October 2004, you and Honeywell will reconcile any
outstanding cost issues related to such loan and a "true-up" of all amounts due
and owing between the parties shall be effectuated.

Consideration for the Release

The Severance Pay and Additional Benefits (the "Consideration") are something of
value that will be available to you only in return for your signed Agreement and
Release in the form provided to you. If you choose not to sign this Agreement
and Release in the form provided to you, you will not be entitled to the
Consideration.

Contingencies

In order to receive the Consideration under this Agreement and Release, you must
return this signed Agreement and Release in the form provided to Thomas W.
Weidenkopf, 101 Columbia Road, Morristown, New Jersey 07962, no later than
August 18, 2003.

In the event that before the end of your Benefit Period you (i) accept a
position with the Company as an employee, or (ii) return to work at Honeywell as
a leased employee, consultant or independent contractor, all Consideration under
this Agreement and Release will terminate as of the date your employment with
the Company resumes. In such event, all Consideration paid to you before you are
reinstated or rehired shall be considered to be valuable legal consideration to
which you were not otherwise entitled and the Release of Claims and
Confidentiality provisions of this Agreement and Release shall remain in effect
and fully enforceable.

Subject to the preceding paragraph, your acceptance of a position with another
company will not affect your eligibility for the Consideration under this
Agreement and Release. However, the Company reserves the right to cancel your
Consideration in the event that you engage in activities determined to be
significantly detrimental to the Company's interests, including, without
limitation, (i) recruiting, hiring or soliciting Honeywell employees for
employment or the performance of services with a competing company, (ii) breach
of any obligations under any confidentiality agreement or intellectual property
agreement, (iii) making knowingly false or misleading statements about the
Company or its products, officers or employees to competitors, customers,
potential customers or to current or former employees of the Company, (iv)
commission of any fraud or misappropriation of property, proprietary
information, intellectual property or trade secrets of the Company for personal
gain or for the benefit of another party, (v) engaging in intentional misconduct
substantially damaging to the property or business of the Company, (vi) holding
yourself out as an active Honeywell employee, and (vii) materially breaching any
of the terms of this Agreement and Release.

                                       4

For at least six months after your Salary Continuation Period ends, your
eligibility to return to work at Honeywell as a Honeywell employee, as a leased
employee or as an independent contractor or consultant shall be subject to the
Company's policies on contingent workers.

Release Of Claims

In exchange for the Consideration, you do hereby waive and do hereby release,
knowingly and willingly, Honeywell International Inc., its future parent
corporations, its predecessor companies, its past, present and future divisions,
subsidiaries, affiliates and related companies and their successors and assigns
and all past, present and future directors, officers, employees and agents of
these entities, personally and as directors, officers, employees and agents
(collectively the "Honeywell Group"), from any and all claims of any nature
whatsoever you have arising out of your employment and/or the termination of
your employment with the Honeywell Group, known or unknown, including but not
limited to any claims you may have under federal, state or local employment,
labor, or anti-discrimination laws, statutes and case law and specifically
claims arising under the federal Age Discrimination in Employment Act, the Civil
Rights Acts of 1866 and 1964, as amended, the Americans with Disabilities Act,
Executive Order 11246, the Employee Retirement Income Security Act of 1974
("ERISA"), the Family and Medical Leave Act, the Rehabilitation Act of 1973, the
Fair Labor Standards Act, the Labor-Management Relations Act, the Equal Pay Act
and the Worker Adjustment Retraining and Notification Act, the New Jersey Law
against Discrimination, as amended, the New Jersey Equal Pay Act, the New Jersey
Smokers' Rights Law, the New Jersey Family Leave Act, the New Jersey
Constitution, the New Jersey Conscientious Employee Protection Act, New Jersey
common law and any and all other applicable state, county or local statutes,
ordinances or regulations including claims for attorneys' fees; provided,
however, that this release does not apply to claims for benefits under Honeywell
Group sponsored benefit plans covered under ERISA (other than claims for
severance and severance related benefits), does not apply to claims arising out
of obligations expressly undertaken in this Agreement and Release, and does not
apply to claims arising out of any act or omission occurring after the date you
sign this Agreement and Release. All claims, including contingent claims, for
incentive compensation awards under any Honeywell Group plan or payroll
practice, along with any claims under any state wage and hour laws, are
specifically subject to this release of claims. Any rights to benefits (other
than severance benefits) under Honeywell Group sponsored benefit plans are
governed exclusively by the written plan documents.

You acknowledge and understand that you have accepted the Consideration
referenced in this Agreement and Release in full satisfaction of all claims and
obligations of the Honeywell Group to you regarding any matter or incident up to
the date you execute this Agreement and Release (except to the extent expressly
excepted from the terms of this Agreement and Release) and you affirmatively
intend to be legally bound thereby.

                                       5

You hereby agree and acknowledge that you are not entitled to receive any
additional payments or benefits from the Honeywell Group related to your
employment or termination of employment other than as expressly provided herein.

Cooperation and Nondisclosure

In further exchange for the Consideration you receive under this Agreement and
Release, you agree to cooperate fully with the Company in any matters that have
given or may give rise to a legal claim against the Company, and of which you
are knowledgeable as a result of your employment with the Company. This requires
you, without limitation, to (1) make yourself available upon reasonable request
to provide information and assistance to the Company on such matters without
additional compensation, except for your out of pocket costs, (2) maintain the
confidentiality of all Company privileged or confidential information including,
without limitation, attorney-client privileged communications and attorney work
product, unless disclosure is expressly authorized by the Company's law
department, and (3) notify the Company promptly of any requests to you for
information related to any pending or potential legal claim or litigation
involving the Company, reviewing any such request with a designated
representative of the Company prior to disclosing any such information, and
permitting a representative of the Company to be present during any
communication of such information.

Confidentiality

Subject to the covenants in Exhibit B, you agree not to disclose or cause any
other person to disclose to third parties, including employees of the Company,
the terms of this Agreement and Release; provided, however, that you have the
right to disclose the terms of this Agreement and Release to your spouse, your
financial/tax advisor and your attorney and in response to a governmental
inquiry, including a governmental tax audit or a judicial subpoena. You
understand that your breach of this confidentiality provision shall excuse the
Company from performing further under this Agreement and Release, and the
Company shall be entitled to repayment of the Consideration provided hereunder
upon demand. You agree that neither this Agreement and Release nor any version
of this Agreement and Release shall be admissible in any forum as evidence
against the Company or you except in a proceeding to enforce this Agreement and
Release. This Agreement and Release does not constitute an admission of
wrongdoing by either party.

You acknowledge and agree that any agreements signed by you relating to
intellectual property and confidential information acquired by you as a result
of your employment with the Company remain in full force and effect and place
legal obligations upon you that continue beyond your employment with the
Company. In further exchange for the Consideration you receive under this
Agreement and Release, you agree to abide by the confidentiality and
intellectual property covenants set forth in Exhibit B attached hereto with
respect to knowledge acquired during your employment with the Company. You
hereby agree that the covenants appearing at Exhibit B are a material part of
this Agreement and Release.

                                       6

Compliance With Sarbanes-Oxley Act

Nothing in this Agreement and Release (or any exhibit or attachment thereto)
shall be construed to prohibit you from reporting any accounting, internal
accounting control, or auditing matter to any federal regulatory agency, any
federal law enforcement agency, or any Member of Congress or any committee or
subcommittee of Congress. Nor shall this Agreement and Release (or any exhibit
or attachment thereto) be construed to prohibit you from engaging in any
activity protected by 18 U.S.C. 'SS' 1514A.

Severability; Entire Agreement; No Oral Modifications; No Waivers

Should any of the provisions of this Agreement and Release (other than the
Release of Claims provision) be determined to be invalid by a court of competent
jurisdiction, the parties agree that this shall not affect the enforceability of
the other provisions of the Agreement and Release. In such case, the parties
shall renegotiate the invalidated provision(s) in good faith to effectuate
its/their purpose and to conform the provision(s) to applicable law. This
Agreement and Release constitutes a single integrated contract expressing the
entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous oral and written agreements and
discussions with respect to the subject matter hereof. This Agreement and
Release may be amended or modified only by an agreement in writing. The failure
by the Company to declare a breach or otherwise to assert its rights under this
Agreement and Release shall not be construed as a waiver of any right the
Company has under this Agreement and Release.

                                       7

Acknowledgments And Certifications

You acknowledge and certify that you:

(a)      have read and understand all of the terms of this Agreement and Release
         and do not rely on any representation or statement, written or oral,
         not set forth in this Agreement and Release;

(b)      have had a reasonable period of time to consider this Agreement and
         Release;

(c)      are signing this Agreement and Release knowingly and voluntarily;

(d)      have been advised to consult with an attorney before signing this
         Agreement and Release;

(e)      have the right to consider the terms of this Agreement and Release for
         21 days and if you take fewer than 21 days to review this Agreement and
         Release, you hereby waive any and all rights to the balance of the 21
         day review period; and

(f)      have the right to revoke this Agreement and Release within 7 days after
         signing it, by providing written notice of revocation to your Human
         Resources representative. If you revoke this Agreement and Release
         during this 7-day period, it becomes null and void in its entirety.

THIS IS A LEGALLY ENFORCEABLE DOCUMENT.

                                            HONEYWELL INTERNATIONAL INC.

/s/ Richard F. Wallman                      By: /s/ Thomas W. Weidenkopf
- -----------------------------                  -------------------------
Richard F. Wallman                             Thomas W. Weidenkopf
                                               Senior Vice President Human
                                               Resources and Communications

Dated: 8/11/03                               Dated: 8/15/03
       --------------------------                   -----------------------

                                       8

                                    EXHIBIT A

                                     SUMMARY

                                       OF

                                EMPLOYEE BENEFITS

All capitalized terms in this description have the meaning set forth in the main
body of the Agreement and Release, unless otherwise noted herein.

This employee benefits description is applicable only with respect to eligible
employees receiving periodic severance payments under the Senior Severance Plan,
is for information purposes only and is not intended to constitute additional
consideration for the execution of the Agreement and Release. Moreover, this
description is not intended to supplant the applicable plan documents and
summary plan descriptions. If you have specific questions regarding any employee
benefit plan, please consult the applicable plan document and summary plan
description. In the event of any conflict between this description and the
actual employee benefit plan document, the employee benefit plan document shall
control. The Company reserves the right, in its sole discretion, to amend,
modify or terminate its employee benefit plans at any time and for any reason.

Group Insurance Coverage

As long as the underlying plan so allows, you may elect to retain your coverage
in the Company's group health insurance plans for active employees through
September 30, 2004, except as otherwise provided below. The employee share of
any premiums shall automatically be deducted from your Severance Pay unless you
notify the Company, in writing, that you wish to cancel your insurance coverage.

Notwithstanding any provision herein to the contrary, eligibility for short-term
disability coverage, long-term disability coverage and any business travel
insurance that you may have will terminate as of your Last Day of Active
Employment.

Your basic Company-sponsored life insurance coverage and accidental death and
dismemberment coverage will end on September 29, 2004. You may convert your
basic Company-sponsored life insurance coverage and accidental death and
dismemberment coverage to individual coverage by contacting Honeywell's HR
Service Center at 1-877-258-3699, Option 4, to request the required conversion
forms. You must apply for conversion of coverage on the approved forms within 31
days after September 29, 2004.

You may elect to retain any Group Universal Life Insurance (GUL) coverage you
have through September 29, 2004. If you wish to continue your GUL insurance
beyond September 29, 2004 on a direct pay basis, you can contact CIGNA at
800-243-3264.

As noted above, your active Honeywell group health insurance coverage will
expire on September 30, 2004. At that time, you may elect to continue your group
medical and

                                       9

dental insurance coverage pursuant to the federal COBRA law, assuming you have
not allowed this coverage to expire. Honeywell's COBRA administrator will be
contacting you after September 30, 2004 to provide you with further details and
election forms. COBRA coverage is totally employee paid and is generally
available at the rate of one hundred two percent (102%) of the applicable
premium.

Flexible Spending Accounts

As long as the underlying plan so allows, you may elect to retain your coverage
in the Company's Section 125 plan, including both health and dependent care
flexible spending accounts, through September 30, 2004. Any amounts you elect to
contribute to a flexible spending account shall automatically be deducted from
your vacation and Severance Pay. If, at the time you cease to be treated as an
active employee for Section 125 plan purposes, you are eligible to continue
coverage in your health flexible spending account pursuant to the federal COBRA
law, you will be notified by the Company's COBRA administrator.

Honeywell Savings Plan and Supplemental Savings Plan

As long as the underlying plans so allow, you may continue to participate in the
Company's savings plan and, if applicable, supplemental savings plan during
first twelve (12) months of your Salary Continuation Period to the extent
otherwise permissible under applicable law. Your current deductions will
continue during first twelve (12) months of your Salary Continuation Period
unless you decide to change or terminate your contributions. At the end of the
first twelve (12) months of your Salary Continuation Period, you will receive
information relating to the distribution of your Savings Plan account balance,
if any. Your account, if any, in the Company's supplemental savings plan will be
paid to you in accordance with your previous payment election(s).

Pension Plans

You have a non-forfeitable right to an accrued tax qualified pension benefit
under the Honeywell Retirement Earnings Plan ("REP"). In addition, you have a
vested SERP benefit. As of October 1, 2004, you can commence the receipt of both
your REP and SERP benefits (the SERP benefits shall be adjusted for the
Previously Taxed Amounts. Please consult your plan's Summary Plan Description if
you have general questions regarding your REP benefit. If you have specific
questions or would like more detailed information regarding your pension
benefits (including the estimated amount of your pension entitlement, the
optional forms of benefit available to you, your vested status and when you can
commence the receipt of such benefits), please contact the Retirement Pension
Planning Department at 877-258-3699, option 5.

In addition, because your eligibility to participate in the Company's retiree
medical programs is dependent, among other factors, on the pension plan in which
you participate, information regarding your rights to retiree medical coverage
can be provided by contacting the Retirement Pension Planning Department at
877-258-3699, option 5.

                                       10

Unemployment Insurance

You may be eligible for unemployment benefits. You should contact your local
unemployment office.

Stock Options

You currently have 901,500 vested stock options. You may exercise the vested
stock options in accordance with the following schedule:

        --------------------------------------------------------------
              Grant           Exercise        #         Expiration
               Date            Price        Vested         Date
        -------------------------------------------------------------
                                               
             2/1/1996          $25.32       49,000       1/31/2006
        -------------------------------------------------------------
             2/5/1999          $41.41      100,000       2/4/2009
        --------------------------------------------------------------
            12/3/1999          $63.00      175,000       12/2/2009
        --------------------------------------------------------------
            3/24/2000          $47.85      437,500       3/23/2010
        --------------------------------------------------------------
            7/16/2001          $36.27      140,000       7/15/2011
        --------------------------------------------------------------
                     Total                 901,500
        --------------------------------------------------------------

You may access your stock option account via the Internet at
www.benefitaccess.com, via the Honeywell intranet, or by contacting the
Honeywell Stock Option Service Center at Salomon Smith Barney at 1-888-723-3391.

Restricted Units

The 17,500 performance restricted units granted on December 3, 1999 will be
forfeited.

Deferred Incentive Compensation and Deferred Salary

Your eligibility to participate in the Deferred Incentive and Deferred Salary
programs will end on the end of your Grandfathered Vacation Period. Any deferred
incentive compensation and deferred salary account balances, plus interest at
the "applicable interest rate" (determined pursuant to the applicable program),
will be paid in accordance with your previous payment and change in control
elections.

Executive Third Party Liability Insurance Coverage

Your participation in the Company-sponsored third-party liability insurance
coverage program will expire on your Last Day of Active Employment.

                                       11

Flexible Perquisite Program

You will continue to be eligible for the Company's flexible perquisite program
through the end of the calendar quarter commencing after your Last Day of Active
Employment. Your final payment of $12,500 will be made in October 2003.

Other Officer Benefits and Perquisites

Your coverage under the Supplemental Long Term Disability and the Survivor
Benefit programs will end as of your Last Day of Active Employment.

Housing Allowance

Your housing allowance will end as of the last day of the month that contains
your Last Day of Active Employment.

                                       12

                                    EXHIBIT B

                          HONEYWELL INTERNATIONAL INC.
                Agreement Relating to Honeywell's Trade Secrets,
                    Proprietary and Confidential Information

In consideration of the receipt of my Severance Pay, I understand and agree
that:

1. Records of Inventions. I have kept complete and current written records of
all Inventions I Made during the period of time I was employed by Honeywell and
promptly disclosed all such Inventions in writing to Honeywell for the purpose
of adequately determining Honeywell's rights in each such Invention. I will
supplement any such disclosures to the extent Honeywell may request that I do
so. If I have any doubt as to whether or not to disclose an Invention to
Honeywell, I will disclose it.

2. Disclosure of Inventions after Termination. I will promptly and completely
disclose in writing to Honeywell's Law Department all Inventions that I Make
during the one year immediately following the end of my employment by Honeywell
which relate either to my work assignment at Honeywell or to Honeywell's Trade
Secrets, Proprietary and Confidential Information for the purpose of determining
Honeywell's rights in each such Invention. I will not file any patent
application relating to any such Invention without the prior written consent of
Honeywell's Law Department. If I do not prove that I Made the Invention entirely
after leaving Honeywell's employment, the Invention is presumed to have been
made during the period of time I was employed by Honeywell. I acknowledge that
the conditions of this paragraph are no greater than is necessary for protecting
Honeywell's interests in Honeywell's Trade Secrets, Proprietary and Confidential
Information and in Inventions to which it is rightfully entitled.

3. Ownership of Inventions. Each and every Invention I Made during the period of
time I was employed by Honeywell (a) which relates directly to the business of
Honeywell or to Honeywell's actual or demonstrably anticipated research or
development, or (b) which resulted from any work I performed for Honeywell is
the sole and exclusive property of Honeywell and I agree to assign and hereby
assign my entire right, title and interest in each such Invention to Honeywell.
Each Invention I Made during the period of time I was employed by Honeywell for
which no equipment, supplies, facility or trade secret information of Honeywell
was used and which was developed entirely on my own time is my property, unless
(a) the Invention relates directly to the business of Honeywell or to
Honeywell's actual or demonstrably anticipated research or development, or (b)
the Invention results from any work performed by me for Honeywell. If I assert
any property right in an Invention I Made during the period of time I was
employed by Honeywell, I will promptly notify Honeywell's Law Department in
writing.

                                       13

4. Cooperation with Honeywell. I will assist and fully cooperate with Honeywell
in obtaining, maintaining, and asserting the fullest measure of legal
protection, which Honeywell elects to obtain, maintain or assert for Inventions
in which it has a property right. I will also assist and fully cooperate with
Honeywell in defending Honeywell against claims of violation of the intellectual
property rights of others. I will be paid my reasonable expenses in assisting,
and cooperating with, Honeywell. I will execute any lawful document Honeywell
requests me to execute relating to obtaining, maintaining or asserting legal
protection for any said Invention or in defending against claims of the
violation of the intellectual property rights of others (including, but not
limited to, executing applications, assignments, oaths, declarations, and
affidavits) and I will make myself available for interviews, depositions and
testimony. In the event that Honeywell is unable, after reasonable effort, to
secure my signature on any document or documents needed to apply for or
prosecute any patent, copyright, or other right or protection relating to an
Invention, for any other reason whatsoever, I hereby irrevocably designate and
appoint Honeywell and its duly authorized officers and agents as my agent and
attorney-in-fact, to act for and on my behalf to execute and file any such
application or applications, and to do all other lawfully permitted acts to
further the prosecution and issuance of patents, copyrights, or similar
protections thereon with the same legal force and effect as if executed by me.

5. Preemployment Inventions. On Schedule A, which is an integral part of this
Exhibit A, I have completely identified (without disclosing any trade secret,
proprietary or other confidential information) every Invention I Made before my
employment by Honeywell in which I have any ownership interest and which is not
now the subject master of an issued patent or a printed publication. If I become
aware of any projected or actual use of any such Invention by Honeywell, I will
promptly notify Honeywell in writing of said use. Except as to the Inventions
listed on Schedule A or those which are now the subject matter of an issued
patent or a printed publication, I will not assert any rights against Honeywell
with respect to any Invention Made before my employment by Honeywell.

6. Honeywell's Trade Secrets, Proprietary and Confidential Information. I will
never, directly or indirectly, use Honeywell's Trade Secrets, Proprietary and
Confidential Information (as hereinafter defined) except in furthering
Honeywell's business nor will I disclose or disseminate Honeywell's Trade
Secrets, Proprietary and Confidential Information to anyone who is not an
officer, director, employee, attorney or authorized agent of Honeywell without
the prior written consent of Honeywell's Law Department unless the specific item
of Honeywell's Trade Secrets, Proprietary and Confidential Information: (a) is
now in, or hereafter becomes (through no breach of these covenants) general
public knowledge, or (b) prior to my disclosure, dissemination or use, was
lawfully acquired by me without any obligation to retain the information in
confidence. In this connection, I will not publish any of Honeywell's Trade
Secrets, Proprietary and Confidential Information for dissemination outside
Honeywell or file any patent application relating to any Invention I Make during
the period of time I was employed by Honeywell without the prior written
approval of Honeywell's Law Department. I will execute any agreement relating to
the protection of Honeywell's Trade Secrets,

                                       14

Proprietary and Confidential Information or such information of any third party
whose intellectual property Honeywell is under a legal obligation to protect if
Honeywell requests that I do so. I will not engage without the prior written
consent of Honeywell's Law Department, either during the period of time I was
employed by Honeywell or for a period of two years after that employment, in any
activity or employment in the faithful performance of which it could be
reasonably anticipated that I would use or disclose Honeywell's Trade Secrets,
Proprietary and Confidential Information. All documents and tangible things
embodying or containing Honeywell's Trade Secrets, Proprietary and Confidential
Information are Honeywell's exclusive property. I had access to them solely for
the performance of my duties during my employment with Honeywell. I will protect
the confidentiality of their content and comply with all security policies and
procedures that may, from time to time, have been established by Honeywell. I
have returned all of them, along with all copies, facsimiles and specimens of
them and any other tangible forms of Honeywell's Trade Secrets, Proprietary and
Confidential Information in my possession, custody or control to Honeywell
before leaving the employment of Honeywell.

I understand that I have the right to use or practice any skill or expertise
generally associated with my employment but not special or unique to Honeywell,
but that I do not have the right to use, practice or disclose Honeywell's Trade
Secrets, Proprietary and Confidential Information for my own benefit or for the
benefit of any third party.

7. Trade Secrets, Proprietary or Confidential Information from Previous
Employment. I certify that I have not disclosed or used, during my employment by
Honeywell, any trade secrets, proprietary or confidential information that I
acquired as a result of any previous employment or under a contractual
obligation of confidentiality before my employment by Honeywell. I understand
that Honeywell has no interest in, and will not accept disclosure by me of, any
confidential information that belongs to a third party.

8. Non-Solicitation of Honeywell Employees. I acknowledge that Honeywell has
invested significant time and money to recruit and retain its employees.
Therefore, recognizing that in the course of my employment I have obtained
valuable information about Honeywell employees, their respective talents and
areas of expertise, I agree that for a period of one (1) year following my
termination of employment from Honeywell for any reason, I will not, directly or
indirectly, (i) cause any individual previously employed by Honeywell to be
employed by any person or entity other than Honeywell unless such individual has
not been employed by Honeywell for at least 12 months, (ii) participate in any
manner in the employment of any such individual by any person or entity other
than Honeywell unless such individual has not been employed by Honeywell for at
least 12 months, or (iii) in any way induce or attempt to induce such individual
to leave the employment of Honeywell.

9. Non-Solicitation of Honeywell Customers. I acknowledge that Honeywell has
invested significant time and money to develop valuable, continuing
relationships with existing and prospective clients and customers. Therefore,
recognizing that in the course of my employment I have obtained valuable
information about Honeywell customers and

                                       15

their requirements, I agree that, for a period of two years following my
termination of employment from Honeywell for any reason, I will not solicit or
attempt to solicit, directly or indirectly, for my own account or for others,
any existing clients or customers of Honeywell with whom I had contact or of
whom I became aware while employed by Honeywell during the two year period prior
to my termination, or any prospective clients or customers of Honeywell with
whom I had contact and with whom Honeywell took significant steps to do business
during the two year period prior to my termination, for the purpose of inducing
such clients or customers to cease doing business with Honeywell or to purchase,
lease or utilize products or services which are competitive with, are similar
to, or which may be used as substitutes for any products or services offered by
Honeywell.

10. Notice to Future Employers. For the period of two years immediately
following the end of my employment by Honeywell, I will inform each new
employer, prior to accepting employment, of the existence of this Exhibit A and
provide that employer with a copy of it. Honeywell has the right to inform any
future employer of the existence of this Exhibit A and to provide any future
employers with a copy of it.

11. Copyright. As to all works prepared by me which were: (i) within the scope
of my employment; or (ii) based upon information I acquired from Honeywell which
is not normally made available to the public; or (iii) commissioned by
Honeywell, but not within my scope of employment, I hereby agree to:

     (a)  submit to Honeywell's Law Department for approval prior to publication
          or oral dissemination;

     (b)  assign all right, title and interest in and to the copyright in all
          such works to Honeywell; and

     (c)  waive any claim of moral rights, author's rights, droit moral, or any
          equivalent rights to the extent necessary or permitted by law.

I hereby release and allow Honeywell to use, for any lawful purpose, any voice
reproduction, photograph, or other video likeness of me made in the course of my
employment.

12. Identity of Future Employer. Upon termination of employment, whether
termination be voluntary or involuntary, if reasonably requested by Honeywell, I
shall advise Honeywell of the name and address of my intended future employer.

13. Successors; Binding Agreement. This Exhibit A binds my heirs, executors,
administrators, legal representatives and assigns and inures to the benefit of
Honeywell and its successors and assigns. Only a written amendment executed by
both Honeywell and myself can modify this Exhibit A.

                                       16

14. Survival of Covenants. These obligations will continue after, and survive,
the end of my employment by Honeywell.

15. Remedies. I acknowledge that a remedy at law for any breach or threatened
breach of the provisions of this Exhibit A would be inadequate and therefore
agree that Honeywell shall be entitled to injunctive relief in addition to any
other available rights and remedies in case of any such breach or threatened
breach. In the event a court determines that I have breached or threatened to
breach the covenants in this Exhibit A, I agree to reimburse Honeywell for all
attorneys' fees and costs incurred in enforcing the terms hereof. Nothing
contained herein shall be construed as prohibiting Honeywell from pursuing any
other remedies available for any such breach or threatened breach against me or
my then-current employer which may include, but shall not be limited to,
contract damages, lost profits and punitive damages.

16. Validity. It is the desire and intent of the parties hereto that the
provisions of this Exhibit A shall be enforced to the fullest extent
permissible. Accordingly, if any particular provision of this Exhibit A shall be
adjudicated to be invalid or unenforceable, the court may modify or sever such
provision, with such modification or deletion to apply only with respect to the
operation of such provision in the particular jurisdiction in which such
adjudication is made. In addition, if any one or more of the provisions
contained in this Exhibit A shall for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject, it shall be construed
by limiting and reducing it, so as to be enforceable to the extent compatible
with the applicable law as it shall then appear. The remaining provisions of
this Exhibit A shall remain in full force and effect.

17. Governing Law. The terms of this Exhibit A shall be governed by and
construed in accordance with the laws of the State of New Jersey without regard
to principles of conflicts of law.

18. Descriptive Headings. The headings and captions in this Exhibit A are
inserted for convenience only and shall not in any way affect the meaning or
construction of its terms.

19. Definitions

    (a)   "Honeywell" collectively identifies Honeywell International Inc. (a
          Delaware corporation having a place of business at Columbia Road and
          Park Avenue, Morris Township, Morris County, New Jersey), its
          predecessors, successors and its past, present and future operating
          companies, divisions, subsidiaries, affiliates and business units,
          including businesses acquired by the purchase of assets or stock,
          merger or otherwise.

    (b)   "Trade Secrets, Proprietary and Confidential Information" means
          information which is not generally known in the industries in which
          Honeywell is engaged, which may be disclosed to me or which I may

                                       17

          learn, observe, discover or otherwise acquire during, or as a result
          of, my employment by Honeywell, and which includes, without
          limitation, any information, whether patentable, patented or not,
          relating to any existing or contemplated products, inventions,
          services, technology, concepts, designs, patterns, processes,
          compounds, formulae, programs, devices, tools, compilations of
          information, methods, techniques, and including information relating
          to any research, development, manufacture, purchasing, engineering,
          know-how, business plans, sales or market methods, methods of doing
          business, customer lists, customer usages or requirements, or supplier
          information, which is owned or licensed by Honeywell or held by
          Honeywell in confidence.

     (c)  "Invention" includes not only inventions (whether or not patentable),
          but also innovations, improvements, discoveries, ideas and all other
          forms of intellectual property (including, but not limited to,
          copyright works and mask works), whether or not any of the foregoing
          constitutes trade secret or other confidential information.

     d)   "Make" or "Made", when used in relation to Inventions, includes any
          one or any combination of (i) conception, (ii) reduction to practice
          or (iii) development of an Invention, and is applicable without regard
          to whether the individual is a sole or joint inventor.

                                       18

                                   SCHEDULE A

INVENTIONS I MADE BEFORE THE TERM OF MY EMPLOYMENT BY HONEYWELL IN WHICH I HAVE
AN OWNERSHIP INTEREST WHICH ARE NOT THE SUBJECT MATTER OF ISSUED PATENTS OR
PRINTED PUBLICATIONS:

(If there are none, please enter the word "NONE")

NOTE: Please describe each such Invention without disclosing confidential
information.

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                                       19

                                                                      Exhibit 12

                          HONEYWELL INTERNATIONAL INC.
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                     Nine Months Ended September 30, 2003
                             (Dollars in millions)

                                                                        
Determination of Earnings:
Income before taxes .....................................................     $1,273
Add (Deduct):
   Amortization of capitalized interest .................................         18
   Fixed charges ........................................................        321
   Equity income, net of distributions ..................................        (11)
                                                                              ------
      Total earnings, as defined ........................................     $1,601
                                                                              ======

Fixed Charges:
Rents(a) ................................................................     $   68
Interest and other financial charges ....................................        253
                                                                              ------
                                                                                 321
Capitalized interest ....................................................         11
                                                                              ------
      Total fixed charges ...............................................     $  332
                                                                              ======
Ratio of earnings to fixed charges ......................................       4.82
                                                                              ======

- ----------
(a) Denotes the equivalent of an appropriate portion of rentals representative
    of the interest factor on all rentals other than for capitalized leases.

                                                                      Exhibit 15

November 7, 2003

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

Commissioners:

We are aware that our report dated October 31, 2003 on our review of interim
financial information of Honeywell International Inc. (the "Company") as of and
for the period ended September 30, 2003 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, 333-57515, 333-57517, 333-57519, 333-83511, 333-34764,
333-49280, 333-57866, 333-57868, 333-91582, 333-91736, 333-105065 and
333-108461), on Forms S-3 (Nos. 33-14071, 33-55425, 333-22355, 333-49455,
333-68847, 333-74075, 333-34760, 333-86874 and 333-101455) and on Form S-4
(No. 333-82049).

Very truly yours,

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

                                                                    EXHIBIT 31.1

                            CERTIFICATION PURSUANT TO
                                   SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, David M. Cote, Chief Executive Officer, certify that:

1.  I have reviewed this Quarterly Report on Form 10-Q of Honeywell
    International Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

    a)  designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision,
        to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which this
        report is being prepared;

    b)  evaluated the effectiveness of the registrant's disclosure controls and
        procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and

    c)  disclosed in this report any change in the registrant's internal control
        over financial reporting that occurred during the registrant's most
        recent fiscal quarter (the registrant's fourth fiscal quarter in the
        case of an annual report) that has materially affected, or is reasonably
        likely to materially affect, the registrant's internal control over
        financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our
    most recent evaluation of internal control over financial reporting, to the
    registrant's auditors and the audit committee of the registrant's board of
    directors (or persons performing the equivalent functions):

    a)  all significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

    b)  any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.

Date: November 7, 2003                      By: /s/ David M. Cote
                                                -------------------------
                                                David M. Cote
                                                Chief Executive Officer

                                                                    EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                                   SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, David J. Anderson, Chief Financial Officer, certify that:

1.  I have reviewed this Quarterly Report on Form 10-Q of Honeywell
    International Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

    a)  designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision,
        to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which this
        report is being prepared;

    b)  evaluated the effectiveness of the registrant's disclosure controls and
        procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and

    c)  disclosed in this report any change in the registrant's internal control
        over financial reporting that occurred during the registrant's most
        recent fiscal quarter (the registrant's fourth fiscal quarter in the
        case of an annual report) that has materially affected, or is reasonably
        likely to materially affect, the registrant's internal control over
        financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our
    most recent evaluation of internal control over financial reporting, to the
    registrant's auditors and the audit committee of the registrant's board of
    directors (or persons performing the equivalent functions):

    a)  all significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

    b)  any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.

Date: November 7, 2003                      By: /s/ David J. Anderson
                                                --------------------------
                                                David J. Anderson
                                                Chief Financial Officer

                                                                    EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Honeywell International Inc. (the
Company) on Form 10-Q for the period ending September 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, David M.
Cote, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

    (1) The Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934; and

    (2) The information contained in the Report fairly presents, in all material
        respects, the financial condition and results of operations of the
        Company.

By: /s/ David M. Cote
    ----------------------------
    David M. Cote
    Chief Executive Officer
    November 7, 2003

                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Honeywell International Inc. (the
Company) on Form 10-Q for the period ending September 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, David J.
Anderson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

    (1) The Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934; and

    (2) The information contained in the Report fairly presents, in all material
        respects, the financial condition and results of operations of the
        Company.

By: /s/ David J. Anderson
    -------------------------
    David J. Anderson
    Chief Financial Officer
    November 7, 2003