As filed with the Securities and Exchange Commission on May 7, 2003

                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

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

        Delaware                                          22-264058
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                   ----------

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

                                   ----------

  2003 Stock Incentive Plan of Honeywell International Inc. and its Affiliates

                           (Full Titles of the Plans)

                                   ----------

                             Thomas F. Larkins, Esq.
         Vice President, Corporate Secretary and Deputy General Counsel
                                101 Columbia Road
                                  P.O. Box 4000
                        Morristown, New Jersey 07962-2497
                                 (973) 455-2000

 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   ----------

                                 With Copies To:

                            Robert M. Chilstrom, Esq.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                                Four Time Square
                            New York, New York 10036
                                 (212) 735-3000

                                   ----------

                         CALCULATION OF REGISTRATION FEE

=======================================================================================================
                                                  Proposed Maximum    Proposed Maximum      Amount of
       Title of Securities         Amount to be    Offering Price    Aggregate Offering    Registration
        to be Registered            Registered        Per Share            Price               Fee
=======================================================================================================
                                                                              
Common stock, par value $1.00
per share: Shares available for
future grants under the 2003        24,907,657         $23.89         $595,043,925.73     $48,139.05(1)
Stock Incentive Plan of
Honeywell International Inc. and
its Affiliates

=======================================================================================================
Total                               24,907,657         $23.89         $595,043,925.73     $48,139.05
=======================================================================================================

(1) The estimated exercise price of $23.89 per share was computed in accordance
with Rule 457(c) under the Securities Act by averaging the high and low sales
prices of Honeywell International Inc. common stock as reported by the New York
Stock Exchange Composite Tape on May 2, 2003.

================================================================================

                                EXPLANATORY NOTE

     Honeywell International Inc. ("Honeywell" or the "Company") has prepared
this registration statement in accordance with the requirements of Form S-8
under the Securities Act of 1933, as amended (the "Securities Act"), to register
shares of its common stock, par value $1.00 per share (the "Common Stock"),
issuable pursuant to the 2003 Stock Incentive Plan of Honeywell International
Inc. and its Affiliates (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The Company will send or give the documents containing the information
specified in Part I of Form S-8 to employees as specified by the Securities and
Exchange Commission Rule 428(b)(1) under the Securities Act. The Company does
not need to file these documents with the Securities and Exchange Commission
either as part of this registration statement or as prospectuses or prospectus
supplements under Rule 424 of the Securities Act.

                                      ii

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, Honeywell International Inc., a Delaware
corporation, pursuant to the Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration statement:

     (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed pursuant to the Exchange Act on March 6, 2003;

     (b) The Company's Current Reports on Form 8-K, filed pursuant to the
Exchange Act on January 30, 2003, January 31, 2003 and April 17, 2003; and

     (c) The Company's Registration Statement on Form 8-B filed with the
Commission on August 16, 1985 pursuant to the Exchange Act.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the common stock offered hereby will be passed upon for us
by Gail E. Lehman, Assistant General Counsel, Securities and Finance, of
Honeywell. As of May 5, 2003, Ms. Lehman beneficially owned 2,043 shares of
Honeywell common stock, and had 27,460 options to acquire additional shares of
Honeywell common stock granted under option plans of Honeywell.

Item 6. Indemnification of Directors and Officers.

     Delaware law provides that a corporation may indemnify directors and
officers as well as other employees and individuals against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement in connection
with specified actions, suits, proceedings whether civil, criminal,
administrative, or investigative (other than action by or in the right of the
corporation -a "derivative

action"), if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of such action, and the statute requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is not exclusive
of other indemnification that may be granted by a corporation's charter,
by-laws, disinterested director vote, shareowner vote, agreement, or otherwise.

     Delaware law permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable
to the corporation or its shareowners for monetary damages for breach of
fiduciary duty as a director, except for liability for (i) any breach of the
director's duly of loyalty to the corporation or its shareowners, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.

     Under Article ELEVENTH of Honeywell's Restated Certificate of
Incorporation, each person who is or was a director or officer of Honeywell, and
each director or officer of Honeywell who serves or served any other enterprise
or organization at the request of Honeywell, shall be indemnified by Honeywell
to the full extent permitted by Delaware law.

     Under Delaware law, to the extent that such a person is successful on the
merits or otherwise in defense of a suit or proceeding brought against such
person by reason of the fact that such person is or was a director or officer of
Honeywell, or serves or served any other enterprise or organization at the
request of Honeywell, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
such action.

     If unsuccessful in defense of a third-party civil suit or a criminal suit,
or if such a suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of Honeywell, and with respect to any criminal action, had no
reasonable cause to believe such person's conduct was unlawful.

     If unsuccessful in defense of a suit brought by or in the right of
Honeywell, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of Honeywell except that if such person is
adjudged to be liable in such suit to Honeywell, such person cannot be made
whole even for expenses unless the court determines that such person is fairly
and reasonably entitled to indemnity for such expenses.

     In addition, Honeywell maintains directors' and officers' reimbursement and
liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities laws.

                                       2

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Honeywell
pursuant to Honeywell's Restated Certificate of Incorporation, Delaware law,
or otherwise, Honeywell has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act
and it therefore unenforceable.

Item 7. Exemption from Registration Claimed.

     The securities that are to be reoffered or resold pursuant to this
registration statement were issued to employees of the registrant pursuant to
employee benefit plans maintained by the registrant in transactions that were
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereto and/or Rule 701 thereunder.

Item 8. Exhibits.

Exhibit No.   Description of Exhibit
- -----------   ----------------------

3.1           Honeywell's Restated Certificate of Incorporation (incorporated by
              reference to Exhibit 3(i) to our Form 8-K filed on December 3,
              1999).

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

4.1           Form of certificate representing shares of Common Stock
              (incorporated by reference to our Registration Statement on Form
              8-B filed on August 16, 1985 (Registration No. 333-30548).

5.1           Opinion of Gail E. Lehman, Esq., with respect to the legality of
              the securities being registered hereby.+

10.1          2003 Stock Incentive Plan of Honeywell International Inc. and its
              Affiliates (incorporated by reference to Exhibit A to our
              Definitive Proxy Statement on Schedule 14A filed on March 17,
              2003).

23.1          Consent of PricewaterhouseCoopers LLP.+

23.2          Consent of Gail E. Lehman, Esq. is contained in her opinion filed
              as Exhibit 5.1 to this registration statement.+

24.1          Powers of Attorney.+

- ----------
+    Filed herewith.

Item 9. Undertakings.

(1) The undersigned registrant hereby undertakes:

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

                                        3

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

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set froth in the
               "Calculation of Registration Fee" table in the effective
               registration statement; and

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

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

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

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

     (d)  That, for purposes of determining any liability under the Securities
          Act, each filing of the registrant's annual report pursuant to Section
          13(a) or Section 15(d) of the Exchange Act (and, where applicable,
          each filing of an employee benefit plan's annual report pursuant to
          Section 15(d) of the Exchange Act) that is incorporated by reference
          in the registration statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (e)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable. In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid by a
          director, officer or controlling person of the registrant in the
          successful defense of any

                                       4

          action, suit or proceeding) is asserted by such director, officer or
          controlling person in connection with the securities being registered,
          the registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification
          by it is against public policy as expressed in the Securities Act
          and will be governed by the final adjudication of such issue.

                                       5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement has been signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 7th day of May,
2003.

                                        Honeywell International Inc.

                                        By: /s/ James V. Gelly
                                            ------------------------------------
                                            James V. Gelly
                                            Treasurer

                                       6

                                POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 7th day of May, 2003.

            Name                              Title                     Date
            ----                              -----                     ----

              *                Chairman of the Board of Directors and   May 7, 2003
- ----------------------------   Chief Executive Officer (Principal
David M. Cote                  Executive Officer)

              *                Director                                 May 7, 2003
- ----------------------------
Hans W. Becherer

              *                Director                                 May 7, 2003
- ----------------------------
Gordon M. Bethune

              *                Director                                 May 7, 2003
- ----------------------------
Marshall N. Carter

              *                Director                                 May 7, 2003
- ----------------------------
Jaime Chico Pardo

              *                Director                                 May 7, 2003
- ----------------------------
Ann M. Fudge

              *                Director                                 May 7, 2003
- ----------------------------
James J. Howard

              *                Director                                 May 7, 2003
- ----------------------------
Bruce Karatz

              *                Director                                 May 7, 2003
- ----------------------------
Robert P. Luciano

                                            7

                                                                  

              *                Director                                 May 7, 2003
- ----------------------------
Michael W. Wright

              *                Director                                 May 7, 2003
- ----------------------------
Russell E. Palmer

              *                Director                                 May 7, 2003
- ----------------------------
Ivan G. Seidenberg

              *                Director                                 May 7, 2003
- ----------------------------
John R. Stafford

 /s/ John J. Tus               Vice President and Controller            May 7, 2003
- ----------------------------   (Principal Accounting Officer)
John J. Tus

* By: /s/ Thomas F. Larkins                                             May 7, 2003
      ----------------------
      Thomas F. Larkins,
       Attorney-in-Fact

                                       8

                                  EXHIBIT INDEX

Exhibit No.   Description of Exhibit
- -----------   ----------------------

3.1           Honeywell's Restated Certificate of Incorporation (incorporated by
              reference to Exhibit 3(i) to our Form 8-K filed on December 3,
              1999).

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

4.1           Form of certificate representing shares of Common Stock
              (incorporated by reference to our Registration Statement on
              Form 8-B filed on August 16, 1985 (Registration No. 333-30548)).

5.1           Opinion of Gail E. Lehman, Esq., with respect to the legality of
              the securities being registered hereby.+

10.1          2003 Stock Incentive Plan of Honeywell International Inc. and its
              Affiliates (incorporated by reference to Exhibit A to our
              Definitive Proxy Statement on Schedule 14A filed on March 17,
              2003).

23.1          Consent of PricewaterhouseCoopers LLP.+

23.2          Consent of Gail E. Lehman, Esq. is contained in her opinion filed
              as Exhibit 5.1 to this registration statement.+

24.1          Powers of Attorney.+

- ----------
+    Filed herewith.

                                        9

                                                                     EXHIBIT 5.1

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

May 7, 2003

Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962

Ladies and Gentlemen:

         I am Assistant General Counsel, Securities and Finance, of Honeywell
International Inc., a Delaware corporation (the "Company"). This opinion is
being rendered in connection with the Company's Registration Statement on Form
S-8 (the "Registration Statement"), as filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to up to an
aggregate of 24,907,657 shares (the "Shares") of common stock, par value $1.00
per share, of the Company ("Common Stock") which may be issued pursuant to the
2003 Stock Incentive Plan of Honeywell International Inc. and its Affiliates
(the "Plan").

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

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

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

         (2)      with respect to the Shares to be issued by the Company
                  pursuant to the terms of the Plan, the Board has taken all
                  necessary corporate action to approve the issuance of the
                  Shares, when issued pursuant to the terms of the Plan, the
                  Shares will be duly authorized, validly issued, fully paid and
                  nonassessable.

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

         I hereby consent to the inclusion of this opinion letter as an exhibit
to the Registration Statement and the reference to me under the caption "Legal
Opinions". In giving such consent, I

do not thereby admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ Gail E. Lehman

                                                                    Exhibit 23.1

                       Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 6, 2003 relating to the
financial statements, which appears in the 2002 Annual Report to Shareholders of
Honeywell International Inc., which is incorporated by reference in Honeywell's
Annual Report on Form 10-K for the year ended December 31, 2002. We also consent
to the incorporation by reference of our report dated February 6, 2003 relating
to the financial statement schedule, which appears in such Annual Report on Form
10-K.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey
May 5, 2003

                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

         Each of the undersigned, as a director of Honeywell International Inc.
(the "Company"), a Delaware corporation, hereby appoint David M. Cote, Peter M.
Kreindler, Richard F. Wallman, Thomas F. Larkins, John T. Tus and James V.
Gelly, each with power to act without the other and with power of substitution
and resubstitution, as my attorney-in-fact to sign on my behalf in my capacity
as a director of the Company one or more registration statements under the
Securities Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the Company:

                  (a) on Form S-8 or other appropriate form for the registration
of shares of the Company's Common Stock (or participations where appropriate) to
be offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the Honeywell Savings and
Ownership Plan I, Honeywell Savings and Ownership Plan II, the Honeywell Truck
Brake Systems Company Savings Plan, the Vericor Power Systems Savings Plan, the
Data Instrument Inc. Employee Stock Ownership Plan, the Honeywell Supplemental
Savings Plan, the Honeywell Executive Supplemental Savings Plan, the UK Share
Purchase Plan of the Company, the Ireland Employees Share Ownership program of
the Company, the Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Honeywell Stock Plan for
Employees of the Company and its Affiliates, the 2003 Stock Incentive Plan of
Honeywell International Inc., and any plan which is a successor to such plans or
is a validly authorized plan pursuant to which securities of the Corporation are
issued to employees, and

                  (b) on Form S-3 or other appropriate form for the registration
of shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.

         I hereby grant to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in person.

         I hereby revoke any or all prior appointments of attorneys-in-fact to
sign the above-described documents.

         This Power of Attorney may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

/s/ Hans W. Becherer                           /s/ Bruce Karatz
Hans W. Becherer, Director                     Bruce Karatz, Director

/s/ Gordon M. Bethune                          /s/ Robert P. Luciano
Gordon M. Bethune, Director                    Robert P. Luciano, Director

/s/ Marshall N. Carter                         /s/ Russell E. Palmer
Marshall N. Carter, Director                   Russell E. Palmer, Director

/s/ Jaime Chico Pardo                          /s/ Ivan G. Seidenberg
Jaime Chico Pardo, Director                    Ivan G. Seidenberg, Director

/s/ Ann M. Fudge                               /s/ John R. Stafford
Ann M. Fudge, Director                         John R. Stafford, Director

/s/ James J. Howard                            /s/ Michael W. Wright
James J. Howard, Director                      Michael W. Wright, Director

Dated:  February 6, 2003

                                POWER OF ATTORNEY

         I, David M. Cote, a director of Honeywell International Inc. (the
"Company"), a Delaware corporation, hereby appoint Peter M. Kreindler, Richard
F. Wallman, Thomas F. Larkins, John T. Tus and James V. Gelly, each with power
to act without the other and with power of substitution and resubstitution, as
my attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company:

                  (a) on Form S-8 or other appropriate form for the registration
of shares of the Company's Common Stock (or participations where appropriate) to
be offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the Honeywell Savings and
Ownership Plan I, Honeywell Savings and Ownership Plan II, the Honeywell Truck
Brake Systems Company Savings Plan, the Vericor Power Systems Savings Plan, the
Data Instrument Inc. Employee Stock Ownership Plan, the Honeywell Supplemental
Savings Plan, the Honeywell Executive Supplemental Savings Plan, the UK Share
Purchase Plan of the Company, the Ireland Employees Share Ownership program of
the Company, the Employee Stock Purchase Plan of the Company, the Stock Plan for
Non-Employee Directors of the Company, the 1993 Honeywell Stock Plan for
Employees of the Company and its Affiliates, the 2003 Stock Incentive Plan of
Honeywell International Inc., and any plan which is a successor to such plans or
is a validly authorized plan pursuant to which securities of the Corporation are
issued to employees, and

                  (b) on Form S-3 or other appropriate form for the registration
of shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.

         I hereby grant to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in person.

         I hereby revoke any or all prior appointments of attorneys-in-fact to
sign the above-described documents.

                                                         /s/ David M. Cote
                                                             David M. Cote
Dated: February 6, 2003