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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                AMENDMENT NO. 1
                                       ON
                                  FORM 10-K/A
                                  TO FORM 10-K

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

                  For the fiscal year ended December 31, 1999
                                       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)

Registrant's telephone number, including area code (973)455-2000
Securities registered pursuant to Section 12(b) of the Act:

                                                          
                                                                    Name of Each Exchange
          Title of Each Class                                        on Which Registered
- ---------------------------------------                      ------------------------------------
Common Stock, par value $1 per share*                              New York Stock Exchange
                                                                    Chicago Stock Exchange
                                                                       Pacific Exchange
Money Multiplier Notes due 2000                                    New York Stock Exchange
9 7/8% Debentures due June 1, 2002                                 New York Stock Exchange
9.20% Debentures due                                               New York Stock Exchange
  February 15, 2003
Zero Coupon Serial Bonds due 2000-2009                             New York Stock Exchange
9 1/2% Debentures due June 1, 2016                                 New York Stock Exchange

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*  The common stock is also listed for trading on the London stock exchange.

Securities registered pursuant to Section 12(g) of the Act:  None

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [x]

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant was approximately $45.9 billion at December 31, 1999.

There were 795,133,694 shares of Common Stock outstanding at December 31, 1999.

                      Documents Incorporated by Reference
Part III: Proxy Statement for Annual Meeting of Shareowners to be held May 1,
2000, except for Summary Compensation Table which is contained herein.

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                               TABLE OF CONTENTS

            ITEM                                                                                             PAGE
            ----                                                                                             ----
                                                                                                       
Part III.   11  .........................................................................................    3

Signatures...............................................................................................    5

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ITEM 11. EXECUTIVE COMPENSATION

    Information relating to executive compensation is contained in the
Registrant's Proxy Statement for its Annual Meeting of Shareowners held on May
1, 2000, except for the revised Summary Compensation Table contained herein.

                           SUMMARY COMPENSATION TABLE

    The following table shows compensation for:

     two individuals who served as the Company's chief executive officer in
     1999;

     the four most highly compensated executive officers (other than the CEOs)
     who were employed by the Company on December 31, 1999; and

     one former executive officer who would have been one of the four most
     highly compensated executive officers had he been employed by the Company
     on December 31, 1999.

                                      Annual Compensation                          Long-Term Compensation
                                      -------------------                          ----------------------
                                                                          Awards                           Payouts
                                                                          ------                           -------
     Name and Principal                                           Restricted        Options       LTIP          All Other
          Position            Year  Salary($)     Bonus($)    Stock Units($)(1)    (Shares)    Payouts($)    Compensation(2)
          --------            ----  ---------     --------    -----------------    --------    ----------    ---------------
                                                                                       
Lawrence A. Bossidy(3)        1999  $2,000,000   $5,000,000        --                 --          --            $1,383,697
 Chairman of the Board        1998   2,000,000    4,000,000        --                 --          --               451,119
                              1997   2,000,000    3,150,000        --              1,500,000      --               576,969
Michael R. Bonsignore(4)      1999   1,087,817    2,000,000    $22,781,250         1,781,249   2,565,000         1,039,122
 Chief Executive Officer
Giannantonio Ferrari(5)       1999     536,896      775,000      2,039,375           612,251   1,282,500           272,915
 Chief Operating Officer and
 Executive Vice President
Robert D. Johnson             1999     370,833      625,000      1,882,500           400,000      --                36,469
 Chief Operating Officer and  1998     267,917      300,000        --                190,000      --                31,505
 Executive Vice President     1997     232,285      150,000        --                 40,000      --                 9,294
Peter M. Kreindler            1999     462,500      640,000      1,098,125           333,000      --               386,986
 Sr. Vice President and       1998     445,000      550,000        --                 --          --               105,705
 General Counsel              1997     410,000      480,000        --                 --          --                54,301
Richard F. Wallman            1999     455,833      590,000      1,098,125           333,000      --               352,478
 Sr. Vice President and       1998     410,000      500,000        --                 --          --                79,136
 Chief Financial Officer      1997     377,917      420,000        --                 --          --                44,129
Frederic M. Poses             1999     700,000    1,150,000        --                125,000      --               341,086
 Former President and Chief   1998     600,000    1,000,000        --                100,000      --               206,948
 Operating Officer            1997     510,000      735,000        --                 --          --               126,282

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(1) Restricted unit awards, valued on the date of the award, entitle the holder
    to receive one share of Common Stock for each unit when the unit vests. The
    Committee has the discretion to pay all or part of such awards in cash. The
    total number of units held and their value as of December 31, 1999 were as
    follows: Mr. Bossidy, 595,796 ($34,370,280); Mr. Bonsignore, 375,000 units
    ($21,633,000); Mr. Ferrari, 32,500 units ($1,874,860); Mr. Johnson, 45,000
    units ($2,595,960); Mr. Kreindler, 57,500 units ($3,317,060); Mr. Wallman,
    67,500 units ($3,893,940); and Mr. Poses, 60,000 units ($3,461,280). Common
    stock dividend equivalents are payable on each unit. Restricted units will
    vest in increments of one-third each on April 1, 2001, 2002 and 2003 only
    if the Company achieves specified operating margin targets. In addition, Mr.
    Bonsignore and Mr. Ferrari each owned 20,000 shares of restricted stock of
    Honeywell Inc. that were converted to 37,500 shares ($2,163,300) of
    Honeywell International Inc. stock at the time of the merger. These shares
    vested at the change of control but were subject to sale restrictions due
    to pooling-of-interest accounting rules until January 2000.

(2) Amounts shown for 1999 consists of matching contributions made by the
    Company under the Savings Plan and Supplemental Savings Plan or by Honeywell
    Inc. under its savings plans: for Mr. Bossidy, $160,008; Mr. Bonsignore,
    $4,800; Mr. Johnson, $7,269; Mr. Kreindler, $37,002; Mr. Wallman, $19,784;
    and Mr. Poses, $56,004; the value of life insurance premiums: for
    Mr. Bossidy, $17,918; Mr. Bonsignore, $34,322; Mr. Johnson, $29,200;
    Mr. Kreindler, $11,500; and Mr. Poses, $42,000; above-market interest earned
    on deferred compensation: for Mr. Bossidy, $205,771; Mr. Kreindler, $88,484;
    Mr. Wallman, $107,694; and Mr. Poses, $243,082; awards for contributions to
    the merger of Honeywell and AlliedSignal: for Mr. Bossidy, $1,000,000;

                                        3

    Mr. Bonsignore, $1,000,000; Mr. Ferrari, $175,000; Mr. Kreindler, $250,000;
    and Mr. Wallman, $225,000; $97,915 for relocation allowances in connection
    with foreign assignments for Mr. Ferrari.

(3) Mr. Bossidy also served as Chief Executive Officer until December 1, 1999.

(4) Mr. Bonsignore became an executive officer on December 1, 1999.

(5) Mr. Ferrari became an executive officer on December 1, 1999.

                                       4

                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                            HONEYWELL INTERNATIONAL INC.

June 29, 2000                               By:    /s/ RICHARD J. DIEMER, JR.
                                           -------------------------------------
                                                  Richard J. Diemer, Jr.
                                               Vice President and Controller

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