As filed with the Securities and Exchange Commission on April 14, 2000.

                                                       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                             22-2640650
        (State or other jurisdiction               (I.R.S. Employer
      of incorporation or organization)          Identification Number)

              P.O. Box 4000
           Morristown, New Jersey                      07962-2497
   (Address of Principal Executive Offices)            (Zip Code)
                             ---------------------
                       Vericor Power Systems Savings Plan
                            (Full title of the plan)
                             ---------------------
                            PETER M. KREINDLER, ESQ.
                    Senior Vice President and General Counsel
                          Honeywell International Inc.
                            101 Columbia Road
               Morris Township, New Jersey 07962-2497 (Name and
                          address of agent for service)
                                 (973) 455-2000
          (Telephone number, including area code of agent for service)
                             ---------------------
                         CALCULATION OF REGISTRATION FEE

                                                   Proposed          Proposed
Title of                                           maximum           maximum
securities                                         offering          aggregate        Amount of
to be                          Amount to be        price per         offering         registration
registered (1)                 Registered          share (2)         price (2)        fee (2)
                                                                          
Common Stock, par
Value $1.00 per share (3)       80,000 sh.         $52.96875         $4,237,500       $1,118.70

(1)   In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
      registration statement also covers an indeterminate amount of interests to
      be offered or sold pursuant to the plan.

(2)   Estimated in accordance with Rule 457(h) of the Act, solely for the
      purpose of calculating the registration fee. $52.96875 represents the
      average of the high and low sales prices of common stock on the New York
      Stock Exchange Composite Tape on April 10, 2000.

(3)  The shares of common  stock  being  registered  consist of shares of common
     stock to be  acquired  by the  plan  trustee  pursuant  to the plan for the
     account of participants.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Vericor Power Systems Savings Plan
as specified by Rule 428(b)(1) promulgated by the SEC under the Securities Act
of 1933.

     Such document(s) are not being filed with the SEC, but constitute (along
with the documents incorporated by reference into this registration statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
information filed with the SEC after the date of this prospectus will update and
supersede information on file with the SEC as of the date of this prospectus. We
incorporate by reference:

HONEYWELL'S SEC FILINGS (FORMERLY ALLIEDSIGNAL INC.) (FILE NO. 1-8974)

     Annual Report on Form 10-K for the year ended December 31, 1999.

     Current Reports on Form 8-K filed on January 21, February 14 and February
     29, 2000.

     Registration Statement on Form 8-B filed on August 16, 1985 describing
     Honeywell's common stock.

      We incorporate by reference additional documents that Honeywell or the
Plan may file with the SEC after the date of this registration statement. These
documents include periodic reports, which may include the Plan's Annual Report
on Form 11-K, and Honeywell's Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K, as well as proxy statements.

Item 4. Description of Securities

      The securities to be offered are registered under Section 12(b) of the
Securities Exchange Act of 1934.

Item 5. Interests of Named Experts and Counsel

     The legality of the common stock offered hereby has been passed upon by J.
Edward Smith, Assistant General Counsel, Corporate and Finance, of Honeywell.
Mr. Smith beneficially owns shares of Honeywell common stock and has options to
purchase shares of Honeywell common stock.

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.

     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

   Not Applicable

Item 8. Exhibits

    Exhibit
      No.                             Description
    -------                           -----------
       
     4.1  Honeywell's Restated Certificate of Incorporation, (incorporated by
          reference to Exhibit 3(i) to our Form 8-K filed December 3, 1999).

     4.2  Honeywell's By-laws, as amended (incorporated by reference to Exhibit
          3(ii) to our Form 8-K filed December 3, 1999).

     5    Opinion of J. Edward Smith, Esq., with respect to the legality of the
          securities being registered hereby (filed herewith).

     23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).

     23.2 Consent of Deloitte & Touche LLP (filed herewith).

     23.3 The consent of J. Edward Smith, Esq. is contained in his opinion filed
          as Exhibit 5 to this registration statement.

     24   Powers of Attorney (filed herewith).

Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

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

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933.

               (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.

               (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)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such 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.

          (3) 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.

     (b) The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934, and each filing of the 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.

                                   SIGNATURES

        Registrant. 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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Morris, State of New Jersey, on the 14th day
of April, 2000.

                                           Honeywell International Inc.

                                           By: /s/ Richard F. Wallman
                                              ---------------------------------
                                               Richard F. Wallman
                                               Senior Vice President and
                                               Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

             Name                         Title                            Date
             ----                         -----                            ----
                                                                     
              *                   Director, Chairman and Chief Executive
  ----------------------------     Officer
     (Michael R. Bonsignore)

              *                   Director
  ----------------------------
      (Hans W. Becherer)

              *                   Director
  ----------------------------
      (Gordon M. Bethune)

              *                   Director
  ----------------------------
      (Marshall N. Carter)

              *                   Director
  ----------------------------
      (Jaime Chico Pardo)

              *                   Director
  ----------------------------
        (Ann M. Fudge)

              *                   Director
  ----------------------------
       (James J. Howard)

              *                   Director
  ----------------------------
        (Bruce Karatz)

              *                   Director
  ----------------------------
      (Robert P. Luciano)

                                                                   
              *                   Director
  ----------------------------
      (Russell E. Palmer)

              *                   Director
  ----------------------------
     (Ivan G. Seidenberg)

              *                   Director
  ----------------------------
       (Andrew C. Sigler)

              *                   Director
  ----------------------------
      (John R. Stafford)

              *                   Director
  ----------------------------
      (Michael W. Wright)

    /s/ Richard F. Wallman        Senior Vice President and                April 14, 2000
- -------------------------------   Chief Financial Officer
     (Richard F. Wallman)         (Principal Financial Officer)

   /s/ Richard J. Diemer, Jr.     Vice President and                       April 14, 2000
  ----------------------------    Controller (Principal
   (Richard J. Diemer, Jr.)       Accounting Officer)

*By: /s/ Peter M. Kreindler
  ----------------------------
      (Peter M. Kreindler,                                                 April 14, 2000
       Attorney-in-Fact)

        The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan administrator has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Morris, State of New Jersey, on the 14th day of April, 2000.

                                                Vericor Power Systems
                                                Savings Plan

                                                By: /s/ Brian Marcotte
                                                   --------------------------
                                                   Brian Marcotte
                                                   Vice President- Benefits

                                  EXHIBIT INDEX

Exhibit
  No.                                 Description                                   Page
- -------                               -----------                                   ----
                                                                              
4.1      Honeywell's Restated Certificate of Incorporation, (incorporated by
         reference to Exhibit 3(i) to our Form 8-K filed December 3, 1999).

4.2      Honeywell's By-laws, as amended (incorporated by reference to Exhibit
         3(ii) to our Form 8-K filed December 3, 1999.)

5        Opinion of J. Edward Smith, Esq., with respect to the legality of the
         securities being registered hereby (filed herewith).

23.1     Consent of PricewaterhouseCoopers LLP (filed herewith).

23.2     Consent of Deloitte & Touche LLP (filed herewith).

23.3     The consent of J. Edward Smith, Esq. is contained in his opinion filed
         as Exhibit 5 to this registration statement.

24       Powers of Attorney (filed herewith).

                                                                       Exhibit 5

                                    Honeywell
                                 Law Department
                                  P.O. Box 2245
                            Morristown, NJ 07962-2245

                                                                  April 14, 2000

Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962

Ladies and Gentlemen:

         As Assistant General Counsel, Corporate and Finance, of Honeywell
International Inc., a Delaware corporation (the "Company"), I have examined the
restated certificate of incorporation and bylaws of the Company as well as such
other documents and proceedings as I have considered necessary for the purposes
of this opinion. I have also examined and am familiar 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 80,000 shares of the Company's Common Stock, par value
$1.00 per share (the "Common Shares"), which may be issued pursuant to the
Vericor Power Systems Savings Plan (the "Plan").

         Based upon the foregoing, and having regard to legal considerations
which I deem relevant, I am of the opinion that the Common Shares, when issued
pursuant to the terms of the Plan, shall be validly issued, fully paid and
non-assessable.

          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
"Interests of Named Experts and Counsel". 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.

                                               Very truly yours,

                                               /s/ J. Edward Smith
                                               J. Edward Smith
                                               Assistant General Counsel
                                               Corporate and Finance

                                                                    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 January 27, 2000, except as to the
subsequent event described in Note 25 which is as of February 4, 2000, relating
to the financial statements, which appears in the 1999 Annual Report to
Shareowners of Honeywell International Inc. (the "Company"), which is
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Florham Park, New Jersey
April 13, 2000

                                                                    Exhibit 23.2

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Honeywell International Inc. on Form S-8 of our report dated February 10, 1999,
appearing in the Annual Report on Form 10-K of Honeywell International Inc. for
the year ended December 31, 1999.

/s/ Deloitte & Touche LLP

Parsipanny, New Jersey
April 13, 2000

                                                                      Exhibit 24

                                POWER OF ATTORNEY

         I, Michael R. Bonsignore, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ Michael R. Bonsignore
                                                  ------------------------------
                                                  Michael R. Bonsignore

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, Hans W. Becherer, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ Hans W. Becherer
                                                  ------------------------------
                                                  Hans W. Becherer

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, Gordon M. Bethune, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ Gordon M. Bethune
                                                  ------------------------------
                                                  Gordon M. Bethune

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, Marshall N. Carter, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ Marshall N. Carter
                                                  ------------------------------
                                                  Marshall N. Carter

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, Jamie Chico Pardo, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ Jaime Chico Pardo
                                                  ------------------------------
                                                  Jaime Chico Pardo

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, Ann M. Fudge, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Michael R.
Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, Richard
J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ Ann M. Fudge
                                                  ------------------------------
                                                  Ann M. Fudge

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, James J. Howard, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ James J. Howard
                                                  ------------------------------
                                                  James J. Howard

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, Bruce Karatz, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Michael R.
Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, Richard
J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ Bruce Karatz
                                                  ------------------------------
                                                  Bruce Karatz

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, Robert P. Luciano, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ Robert P. Luciano
                                                  ------------------------------
                                                  Robert P. Luciano

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, Russell E. Palmer, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/Russell E. Palmer
                                                  ------------------------------
                                                  Russell E. Palmer

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, Ivan G. Seidenberg, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ Ivan G. Seidenberg
                                                  ------------------------------
                                                  Ivan G. Seidenberg

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, Andrew C. Sigler, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ Andrew C. Sigler
                                                  ------------------------------
                                                  Andrew C. Sigler

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, John R. Stafford, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ John R. Stafford
                                                  ------------------------------
                                                  John R. Stafford

Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, Michael W. Wright, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. 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 AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, 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/ Michael W. Wright
                                                  ------------------------------
                                                  Michael W. Wright

Dated:  December 3, 1999