AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000.

                                                      REGISTRATION NO. 333-
________________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              -------------------

                          HONEYWELL INTERNATIONAL INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                              -------------------

                                                   
                      DELAWARE
  (STATE OR OTHER JURISDICTION OF INCORPORATION OR                         22-2640650
                    ORGANIZATION)                           (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                               101 COLUMBIA ROAD
                                 P.O. BOX 4000
                       MORRISTOWN, NEW JERSEY 07962-2497
                                 (973) 455-2000
 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, OF REGISTRANT'S PRINCIPAL
                               EXECUTIVE OFFICES)
                              -------------------

                            PETER M. KREINDLER, ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                          HONEYWELL INTERNATIONAL INC.
                               101 COLUMBIA ROAD
                     MORRIS TOWNSHIP, NEW JERSEY 07962-2497
                                 (973) 455-2000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                              -------------------

                                WITH A COPY TO:
                            MARC S. ROSENBERG, ESQ.
                            CRAVATH, SWAINE & MOORE
                               825 EIGHTH AVENUE
                            NEW YORK, NEW YORK 10019
                                 (212) 474-1000
                              -------------------

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this registration statement.

   If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

   If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. [ ]

   If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [x]
                              -------------------

                        CALCULATION OF REGISTRATION FEE

                                                                           PROPOSED          PROPOSED
                                                                           MAXIMUM           MAXIMUM
                                                                           OFFERING         AGGREGATE      AMOUNT OF
             TITLE OF CLASS OF SECURITIES                AMOUNT TO BE       PRICE            OFFERING      REGISTRATION
                   TO BE REGISTERED                     REGISTERED(1)(2)   PER UNIT(2)       PRICE(3)         FEE
                                                                                               
Debt Securities
Preferred Stock
Common Stock..........................................   $2,000,000,000        100%       $2,000,000,000     $528,000

(1) Such indeterminate number or amount of debt securities, preferred stock or
    common stock of Honeywell International Inc. as may from time to time be
    issued at indeterminate prices.
(2) Such amount in U.S. dollars or the equivalent thereof in foreign currencies,
    foreign currency units or composite currencies as shall result in an
    aggregate initial offering price for all securities of $2,000,000,000. If
    any debt securities are issued as original issue discount, such greater
    amount as may result in the initial offering price for securities
    aggregating $2,000,000,000.
(3) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o) under the Securities Act of 1933, as amended
    ('Securities Act').
                              -------------------

   THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT SPECIFICALLY STATING THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

________________________________________________________________________________

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 2000.

PROSPECTUS

                                 $2,000,000,000

                                     [LOGO]

                          HONEYWELL INTERNATIONAL INC.

                               101 COLUMBIA ROAD
                       MORRIS TOWNSHIP, NEW JERSEY 07962
                                 (973) 455-2000

                                DEBT SECURITIES
                                PREFERRED STOCK
                                  COMMON STOCK

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

    We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and the applicable supplement
carefully before you invest.

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

    Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

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

    This prospectus may not be used to consummate sales of securities unless
accompanied by a prospectus supplement.

                      Prospectus dated                  .

                             ABOUT THIS PROSPECTUS

    This prospectus is part of a registration statement (No. 333-     ) that
Honeywell filed with the SEC utilizing a 'shelf' registration process. Under
this shelf process, we may offer from time to time up to $2,000,000,000 (or the
equivalent in foreign or composite currencies) of our debt securities, preferred
stock or common stock. This prospectus provides you with a general description
of the securities we may offer. Each time we offer securities, we will provide
you with a prospectus supplement that will describe the specific amounts, prices
and terms of the securities being offered. The prospectus supplement may also
add, update or change information contained in this prospectus.

    To understand the terms of our securities, you should carefully read this
document with the attached prospectus supplement. Together they give the
specific terms of the securities we are offering. You should also read the
documents we have referred you to in 'Where You Can Find More Information About
Honeywell' below for information on our company and our financial statements.

                                   HONEYWELL

    Honeywell, a Delaware corporation, is a diversified technology and
manufacturing leader, serving customers worldwide with aerospace products and
services; control technologies for buildings, homes and industry; automotive
products; power generation systems; specialty chemicals; fibers; plastics; and
electronic and advanced materials. We are a leading provider of software and
solutions and Internet e-hubs, including MyPlant.com, MyFacilities.com and
MyAircraft.com, a joint venture with United Technologies and i2 Technologies. We
employ approximately 120,000 people in 95 countries.

    Honeywell results from the combination on December 1, 1999 of AlliedSignal
Inc. and Honeywell Inc. In connection with the combination, AlliedSignal Inc.
changed its name to Honeywell International Inc.

                       RATIO OF EARNINGS TO FIXED CHARGES

    The following table sets forth the historical ratios of earnings to fixed
charges of Honeywell for the periods indicated:

  SIX MONTHS ENDED
      JUNE 30,                                    YEAR ENDED DECEMBER 31,
- --------------------         ------------------------------------------------------------------
2000           1999           1999           1998           1997           1996           1995
- ----           ----           ----           ----           ----           ----           ----
                                                                       
6.50           8.79           6.74           8.05           7.20           6.65           5.70

    The ratio of earnings to fixed charges is generally computed by dividing the
sum of net income, income taxes and fixed charges (net of capitalized interest)
less undistributed equity income by fixed charges. Fixed charges represent gross
interest and amortization of debt discount and expense and the interest factor
of all rentals, consisting of an appropriate interest factor on operating
leases.

                                USE OF PROCEEDS

    Unless otherwise specified in the applicable prospectus supplement, the net
proceeds we receive from the sale of the securities offered by this prospectus
and the accompanying prospectus supplement will be used for general corporate
purposes. General corporate purposes may include the repayment of outstanding
debt, repurchase of our common stock, investments in or extensions of credit to
our subsidiaries, or the financing of possible acquisitions or business
expansion. The net proceeds may be invested temporarily or applied to repay
short-term debt until they are used for their stated purpose.

                                       2

                         DESCRIPTION OF DEBT SECURITIES

    The following description of the terms of the debt securities sets forth
certain general terms that may apply to debt securities offered under this
prospectus. The particular terms of any debt securities will be described in the
related prospectus supplement.

GENERAL

    Debt securities will be our unsecured, unsubordinated debt obligations. They
will be issued under an indenture dated as of October 1, 1985, as amended by a
first supplemental indenture dated as of February 1, 1991 and a second
supplemental indenture dated as of November 1, 1997, between us and The Chase
Manhattan Bank, as trustee.

    The following summary of certain provisions of the indenture is not
complete. You should refer to the indenture (including the amendments to it)
which are exhibits to our registration statement No. 333-     . The indenture
has been qualified under the Trust Indenture Act. Section references below are
to the section in the indenture. The referenced sections of the indenture and
the definitions of capitalized terms in the indenture are incorporated by
reference in this prospectus.

    The indenture does not limit the amount of debt that we may issue. The
indenture provides that debt securities may be issued thereunder up to the
principal amount authorized by us from time to time. We have issued
$2,609,760,000 principal amount of debt securities under our existing indenture
with The Chase Manhattan Bank as of the date of this prospectus.

    The debt securities may be issued in one or more separate series. The
prospectus supplement relating to the particular series of debt securities being
offered will specify the particular amounts, prices and terms of those debt
securities. These terms may include:

     the title and type of the debt securities;

     any limit on the aggregate principal amount or aggregate initial offering
     price of the debt securities and the amount payable upon acceleration;

     the purchase price of the debt securities;

     the dates on which the principal of the debt securities will be payable;

     the interest rates, including any interest rates applicable to overdue
     payments, of the debt securities, or the method for determining those
     rates, and the interest payment dates for the debt securities;

     the places where payments may be made on the debt securities;

     any mandatory or optional redemption provisions applicable to the debt
     securities;

     any sinking fund or analogous provisions applicable to the debt securities;

     the authorized denominations of the debt securities, if other than $1,000
     and integral multiples of $1,000;

     if other than U.S. dollars, the currency, currencies or composite
     currencies, in which the purchase price or payments on the debt securities
     will be payable. The currencies may be different for principal, premium and
     interest payments;

     any conversion or exchange provisions applicable to the debt securities;

     any additional events of default applicable to the debt securities not set
     forth in the indenture;

     any securities exchange on which the debt securities may be listed; and

     any other specific terms of the debt securities.

    Some of the debt securities may be issued as original issue discount debt
securities. Original issue discount debt securities bear no interest or bear
interest at below-market rates and will be sold at a discount below their stated
principal amount. The prospectus supplement will also contain any special tax,
accounting or other information relating to original issue discount debt

                                       3

securities or relating to certain other kinds of debt securities that may be
offered, including debt securities linked to an index or payable in currencies
other than U.S. dollars.

    The debt securities will be issued only in fully registered form without
coupons. The indenture also provides that debt securities of a series may be
issued as permanent global debt securities. See ' -- Permanent Global Debt
Securities' and ' -- Book-Entry Issuance' below. No service charge will be made
for any transfer or exchange of debt securities, but we may require payment of
any taxes or other governmental charges.

    Principal of and any premium and interest on the debt securities will be
payable at the corporate trust office of the trustee in New York City. Transfers
or exchanges of debt securities may be made at the same location. Payment of
interest on any debt securities may be made at our option by check mailed to the
registered holders of the debt securities at their registered addresses. In
connection with any payment on a debt security, we may require the holder to
certify information to us. In the absence of such certification, we may rely on
any legal presumption to determine whether we must deduct or withhold taxes,
assessments or governmental charges from a payment.

    We may at any time repurchase debt securities at any price on the open
market or otherwise. We may in our discretion hold, resell or surrender to the
trustee for cancellation any debt securities that we acquire.

COVENANTS

    The indenture does not limit our ability to enter into highly leveraged
transactions, nor does it provide special protection to holders of debt
securities in the event of those transactions. The indenture does not provide
special protection in the event of a sudden and dramatic decline in our credit
quality, including a decline resulting from a takeover, recapitalization or
similar restructuring. In addition, the indenture does not limit the amount of
indebtedness incurred by our subsidiaries. The covenants contained in the
indenture are described below.

    Limitation on Liens. In the indenture, we covenant not to issue, assume or
guarantee any indebtedness for borrowed money secured by liens on

     any property located in the United States which is

      --  in the opinion of our board of directors, a principal manufacturing
          property, or

      --  an oil, gas or mineral producing property, or

     any shares of capital stock or indebtedness of any subsidiary owning such
     property,

without equally and ratably securing the debt securities, subject to certain
exceptions specified in the indenture. These exceptions include:

     existing liens on our property or liens on property of corporations at the
     time such corporations become our subsidiaries or are merged with us;

     liens existing on property when acquired, or incurred to finance the
     purchase price of that property;

     certain liens on property to secure the cost of exploration, drilling or
     development of, or improvements on, that property;

     certain liens in favor of or required by contracts with governmental
     entities; and

     indebtedness secured by liens otherwise prohibited by the covenant not
     exceeding 10% of the consolidated net tangible assets of Honeywell and our
     consolidated subsidiaries (Sections 101 and 1005).

Transfers of oil, gas or other minerals in place for a period of time until the
transferee receives a specified amount of money or of such minerals or any other
transfers commonly referred to as 'production payments,' are outside the scope
of this covenant and are permitted without restriction.

                                       4

    Limitation on Sale and Lease-Back Transactions. We also covenant not to
enter into any sale and lease-back transaction covering any property located in
the United States which is

     in the opinion of our board of directors, a principal manufacturing
     property, or

     an oil, gas or mineral producing property,

unless:

     we would be entitled under the provisions described under ' -- Limitation
     on Liens' to incur debt equal to the value of such sale and lease-back
     transaction, secured by liens on the property to be leased, without equally
     securing the outstanding debt securities; or

     we, during the four months following the effective date of such sale and
     lease-back transaction, apply an amount equal to the value of such sale and
     lease-back transaction to the voluntary retirement of long-term
     indebtedness of Honeywell or our subsidiaries (Sections 101 and 1006).

CONSOLIDATION, MERGER AND SALE OF ASSETS

    We may, without the consent of the holders of any debt securities,
consolidate or merge with any other person or transfer or lease all or
substantially all of our assets to another person or permit another corporation
to merge into Honeywell, provided that:

     the successor is a person organized under U.S. law;

     the successor person, if not Honeywell, assumes our obligations on the debt
     securities and under the indenture;

     after giving effect to the transaction, no event of default, and no event
     which, after notice or lapse of time or both, would become an event of
     default, shall have occurred and be continuing; and

     certain other conditions are met (Section 801A).

DEFEASANCE PROVISIONS

    The indenture contains a provision that, if made applicable to any series of
debt securities, permits us to elect:

    (1) to defease and be discharged from all of our obligations (except for
        certain obligations to register the transfer or exchange of debt
        securities, to replace stolen, lost or mutilated debt securities, to
        maintain paying agencies and to hold moneys for payment in trust) with
        respect to any series of debt securities denominated and payable in U.S.
        dollars then outstanding ('defeasance'); and/or

    (2) to be released from our obligations under the covenants set forth in
        Sections 1005 (limitation on liens) and 1006 (limitation on sale and
        lease-back transactions) and from the consequences of an event of
        default resulting from a breach of those covenants ('covenant
        defeasance') (Sections 403 and 1008).

    To elect defeasance or covenant defeasance, we must deposit in trust with
the trustee money and/or U.S. government obligations (which are direct
obligations of the United States backed by its full faith and credit) which
through the payment of principal and interest in accordance with their terms
will provide sufficient money, without reinvestment, to repay in full those debt
securities, including any sinking fund obligations (Section 101). As a condition
to defeasance or covenant defeasance, we must deliver to the trustee an opinion
of counsel that the holders of the debt securities will not recognize income,
gain or loss for Federal income tax purposes as a result of the defeasance or
covenant defeasance. In the case of defeasance under clause (1) above, that
opinion must refer to and be based upon a ruling received by us from the
Internal Revenue Service or published as a revenue ruling or upon a change in
applicable Federal income tax law, and such defeasance may not result in any
series of debt securities, if it is listed for trading on the New York Stock
Exchange, being delisted.

                                       5

    Under Federal income tax law as of the date of this prospectus, defeasance
would likely be treated as a taxable exchange of debt securities for interests
in the defeasance trust. As a result, a holder would recognize gain or loss
equal to the difference between the holder's cost or other tax basis for the
debt securities and the value of the holder's proportionate interest in the
defeasance trust. That holder would thereafter be required to include in income
a proportionate share of the income, gain or loss, as the case may be, of the
defeasance trust. Under Federal income tax law as of the date of this
prospectus, covenant defeasance would ordinarily not be treated as a taxable
exchange of debt securities. Purchasers of debt securities should consult their
own advisors as to the tax consequences to them of defeasance and covenant
defeasance, including the applicability and effect of tax laws other than the
Federal income tax law.

    If we exercise our covenant defeasance option with respect to a particular
series of debt securities, then even if there were a default under the related
covenant, payment of those debt securities could not be accelerated. We may
exercise our defeasance option with respect to a particular series of debt
securities even if we previously had exercised our covenant defeasance option.
If we exercise our defeasance option, payment of those debt securities may not
be accelerated because of any event of default. If we exercise our defeasance
option or covenant defeasance option and an acceleration were to occur, the
realizable value at the acceleration date of the money and U.S. government
obligations in the defeasance trust could be less than the principal and
interest then due on those debt securities. This is because the required deposit
of money and/or U.S. government obligations in the defeasance trust is based
upon scheduled cash flows rather than market value, which will vary depending
upon interest rates and other factors.

MODIFICATION

    We and the trustee may make modifications and amendments to the indenture
with the consent of the holders of not less than a majority in principal amount
of each series of outstanding debt securities affected by the modification or
amendment. Without the consent of each affected holder, no modification may:

     change the stated maturity of any debt securities;

     reduce the principal amount of any debt securities;

     reduce the rate or extend the time of payment of interest or any premium of
     any debt securities;

     impair the right to institute suit for the enforcement of any payment on or
     after its due date; or

     reduce the percentage of the principal amount of debt securities required
     to approve any supplemental indenture or any waiver under the indenture
     (Section 902).

    We and the trustee may amend the indenture without the consent of the
holders of debt securities:

     to reflect our merger with another person;

     to replace the trustee;

     to issue a new series of debt securities;

     to effect modifications that do not adversely affect any outstanding series
     of debt securities; and

     for certain other purposes (Section 901).

    Any modification of the indenture subordinating any series of debt
securities issued under it to any other indebtedness of Honeywell will not be
effective without each holder's consent.

EVENTS OF DEFAULT; WAIVER

    An event of default with respect to any series of debt securities will occur
under the indenture if:

                                       6

     we fail to pay principal of or any premium on the series, except for
     principal due upon sinking fund redemptions;

     we fail to pay any installment of interest on the series for a period of 30
     days;

     we fail to pay any sinking fund redemption on the series for a period of 30
     days;

     we fail to perform any other covenant in the indenture for 90 days after
     notice;

     we or a court take certain actions relating to the bankruptcy, insolvency
     or reorganization of Honeywell for the benefit of our creditors; or

     any other event of default specified with respect to debt securities of
     that series as described in the applicable prospectus supplement occurs
     (Section 501).

    No event of default with respect to a particular series of debt securities
issued under the indenture necessarily constitutes an event of default with
respect to any other series of debt securities (Section 501).

    On the occurrence of an event of default with respect to a series of debt
securities, the trustee or the holders of at least 25% in principal amount at
maturity of such series of debt securities then outstanding may declare the
principal, or in the case of debt securities sold at an original issue discount,
the amount specified in the terms of the debt securities, to be due and payable
immediately (Section 501).

    Subject to certain conditions, the declaration described in the preceding
paragraph may be annulled and past defaults, except uncured payment defaults and
certain other specified defaults, may be waived by the holders of not less than
a majority in aggregate principal amount at maturity of outstanding debt
securities of the series affected by any event of default (Sections 501, 502 and
507).

    Upon payment of the principal amount in respect of an event of default on
any series of debt securities, together with any premium or interest due
thereon, all of our obligations in respect to payment of indebtedness on such
debt securities will terminate (Section 401).

    The indenture requires the trustee to, within 90 days after the occurrence
of a default with respect to any outstanding series of debt securities, give the
holders of that series notice of the default if uncured. The trustee may
withhold this notice of default, except for default in the payment of principal
of or any premium or interest on, or of any sinking fund payment with respect
to, such series of debt securities, if it considers such withholding to be in
the interest of holders of debt securities (Section 508).

    We are required annually to file with the trustee a certificate stating that
no default exists under the indenture, or specifying the nature and status of
any default (Section 1004).

    Subject to provisions relating to its duties in case of default, the trustee
is under no obligation to exercise any of its rights or powers under the
indenture at the request, order or direction of any holders of debt securities
unless such holders of debt securities shall have offered to the trustee
reasonable security or indemnity (Section 603). Subject to that provision for
security or indemnification, the holders of a majority in principal amount of
the debt securities of any series then outstanding will have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to, or exercising any trust or power conferred on, the trustee with respect to
the debt securities of that series (Section 504).

INFORMATION CONCERNING THE TRUSTEE UNDER THE INDENTURE

    We and some of our subsidiaries and affiliates maintain deposits with, and
conduct other banking transactions with, The Chase Manhattan Bank in the
ordinary course of business. These include:

     The Chase Manhattan Bank is the trustee under the indenture under which our
     Serial Zero Coupon Bonds Due through 2009 are outstanding and under the
     indenture under which indebtedness of Honeywell Inc., our wholly owned
     subsidiary, is outstanding.

     The Chase Manhattan Bank is fiscal agent for our 8% Bonds Due May 15, 2006.

                                       7

     The Chase Manhattan Bank is a lender under our revolving credit agreements
     with a group of banks.

PERMANENT GLOBAL DEBT SECURITIES

    The debt securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with a depositary
or its nominee identified in the related prospectus supplement (Section 203).
For most debt securities, the depositary will be DTC. A global security may not
be transferred except as a whole to the depositary, a nominee of the depositary
or their successors unless it is exchanged in whole or in part for debt
securities in individually certificated form. For a description of the
depositary arrangements, see 'Book-Entry Issuance'. Any additional terms of the
depositary arrangement with respect to any series of debt securities and the
rights of and limitations on owners of beneficial interests in a global security
representing a series of debt securities may be described in the related
prospectus supplement.

                         DESCRIPTION OF PREFERRED STOCK

GENERAL

    Honeywell's restated certificate of incorporation, or charter, authorizes
the board of directors or a committee of the board of directors to cause
preferred stock to be issued in one or more series, without stockholder action.
They are authorized to issue up to 40,000,000 shares of preferred stock, without
par value, and can determine the number of shares of each series, and the
rights, preferences and limitations of each series. We may amend the charter to
increase the number of authorized shares of preferred stock in a manner
permitted by the charter and Delaware law. As of the date of this prospectus,
there is no preferred stock outstanding.

    The particular terms of any series of preferred stock offered by us will be
described in the prospectus supplement relating to that series of preferred
stock. Those terms relating to the series of preferred stock offered may
include:

     the number of shares of the preferred stock being offered;

     the title and liquidation preference per share of the preferred stock;

     the purchase price of the preferred stock;

     the dividend rate or method for determining the dividend rate;

     the dates on which dividends will be paid;

     whether dividends on the preferred stock will be cumulative or
     noncumulative and, if cumulative, the dates from which dividends shall
     commence to accumulate;

     any redemption or sinking fund provisions applicable to the preferred
     stock;

     any securities exchange on which the preferred stock may be listed; and

     any additional dividend, liquidation, redemption, sinking fund and other
     rights and restrictions applicable to the preferred stock.

    The following summary is not complete. You should refer to the certificate
of designations relating to any series of preferred stock for the complete terms
of that preferred stock. The certificate of designations will be filed with the
Securities and Exchange Commission at the time of the offering of the preferred
stock.

    Each share of preferred stock will, when issued, be fully paid and
nonassessable. Unless otherwise specified in the prospectus supplement, if we
liquidate, dissolve or wind-up our business, each series of preferred stock will
have the same rank as to dividends and distributions as each other series of
preferred stock we may issue in the future. Preferred stock will have no
preemptive rights.

                                       8

DIVIDENDS RIGHTS

    Holders of preferred stock will be entitled to receive, when, as and if
declared by the board of directors, cash dividends at the rates and on the dates
set forth in the prospectus supplement. Dividend rates may be fixed or variable
or both. Different series of preferred stock may be entitled to dividends at
different dividend rates or based upon different methods of determination. Each
dividend will be payable to the holders of record as they appear on our stock
books on record dates determined by the board of directors. Dividends on
preferred stock may be cumulative or noncumulative, as specified in the
prospectus supplement. If the board of directors fails to declare a dividend on
any preferred stock for which dividends are noncumulative, then the right to
receive that dividend will be lost, and we will have no obligation to pay the
dividend for that dividend period, whether or not dividends are declared for any
future dividend period.

    No full dividends will be declared or paid on any preferred stock unless
full dividends for the dividend period commencing after the immediately
preceding dividend payment date and any cumulative dividends still owing have
been or contemporaneously are declared and paid on all other series of preferred
stock which have the same rank as, or rank senior to, that series of preferred
stock. When those dividends are not paid in full, dividends will be declared pro
rata, so that the amount of dividends declared per share on that series of
preferred stock and on each other series of preferred stock having the same rank
as that series of preferred stock will bear to each other the same ratio that
accrued dividends per share on that series of preferred stock and the other
series of preferred stock bear to each other. In addition, generally, unless
full dividends including any cumulative dividends still owing on all outstanding
shares of any series of preferred stock have been paid, no dividends will be
declared or paid on the common stock and generally we may not redeem or purchase
any common stock. No interest will be paid in connection with any dividend
payment or payments which may be in arrears.

    Unless otherwise set forth in the prospectus supplement, the dividends
payable for each dividend period will be computed by annualizing the applicable
dividend rate and dividing by the number of dividend periods in a year, except
that the amount of dividends payable for the initial dividend period or any
period shorter than a full dividend period shall be computed on the basis of a
360-day year consisting of twelve 30-day months and, for any period less than a
full month, the actual number of days elapsed in the period.

RIGHTS UPON LIQUIDATION

    If we liquidate, dissolve or wind-up our affairs, either voluntarily or
involuntarily, the holders of each series of preferred stock will be entitled to
receive liquidating distributions in the amount set forth in the prospectus
supplement relating to the series of preferred stock, plus an amount equal to
any accrued and unpaid dividends before any distribution of assets is made to
the holders of common stock. If the amounts payable with respect to preferred
stock of any series and any stock having the same rank as that series of
preferred stock are not paid in full, the holders of the preferred stock will
share ratably in any such distribution of assets in proportion to the full
respective preferential amounts to which they are entitled. After the holders of
each series of preferred stock having the same rank are paid in full, they will
have no right or claim to any of our remaining assets. Neither the sale of all
or substantially all of our property or business nor a merger or consolidation
by us with any other corporation will be considered a dissolution, liquidation
or winding up by us of our business or affairs.

REDEMPTION

    Any series of preferred stock may be redeemable in whole or in part at our
option. In addition, any series of preferred stock may be subject to mandatory
redemption pursuant to a sinking fund. The redemption provisions that may apply
to a series of preferred stock, including the redemption dates and the
redemption prices for that series, will be set forth in the related prospectus
supplement.

                                       9

    If a series of preferred stock is subject to mandatory redemption, the
prospectus supplement will specify the year we can begin to redeem shares of the
preferred stock, the number of shares of the preferred stock we can redeem each
year, and the redemption price per share. We may pay the redemption price in
cash, stock or other securities of Honeywell or of third parties, as specified
in the prospectus supplement. If the redemption price is to be paid only from
the proceeds of the sale of our capital stock, the terms of the series of
preferred stock may also provide that if no such capital stock is sold or if the
amount of cash received is insufficient to pay in full the redemption price then
due, the series of preferred stock will automatically be converted into shares
of the applicable capital stock pursuant to conversion provisions specified in
the prospectus supplement.

    If fewer than all the outstanding shares of any series of preferred stock
are to be redeemed, whether by mandatory or optional redemption, the board of
directors will determine the method for selecting the shares to be redeemed,
which may be by lot or pro rata by any other method determined to be equitable.
From and after the redemption date, dividends will cease to accrue on the shares
of preferred stock called for redemption and all rights of the holders of those
shares other than the right to receive the redemption price will cease.

CONVERSION RIGHTS

    The prospectus supplement will state any conversion rights under which
shares of preferred stock are convertible into shares of common stock or another
series of preferred stock or other property. As described under ' -- Redemption'
above, under certain circumstances preferred stock may be mandatorily converted
into common stock or another series of preferred stock.

VOTING RIGHTS

    For most series of preferred stock, the holders of preferred stock will not
be entitled to vote. Except as indicated in the prospectus supplement, if we
issue full shares of any series of preferred stock, each share will be entitled
to one vote on matters on which holders of that series of preferred stock are
entitled to vote. Because each full share of any series of preferred stock will
be entitled to one vote, the voting power of that series will depend on the
number of shares in that series, and not on the aggregate liquidation preference
or initial offering price of the shares of that series of preferred stock.

TRANSFER AGENT AND REGISTRAR

    We will appoint a transfer agent, registrar and dividend disbursement agent
for the preferred stock. The registrar for the preferred stock will send notices
to the holders of the preferred stock of any meeting at which such holders will
have the right to elect directors or to vote on any other matter.

PERMANENT GLOBAL PREFERRED SECURITIES

    A series of preferred stock may be issued in whole or in part in the form of
one or more global securities that will be deposited with a depositary or its
nominee identified in the related prospectus supplement. For most series of
preferred stock, the depositary will be DTC. A global security may not be
transferred except as a whole to the depositary, a nominee of the depositary or
their successors unless it is exchanged in whole or in part for preferred stock
in individually certificated form. For a description of the depositary
arrangements, see 'Book-Entry Issuance'. Any additional terms of the depositary
arrangement with respect to any series of preferred stock and the rights of and
limitations on owners of beneficial interests in a global security representing
a series of preferred stock may be described in the related prospectus
supplement.

                                       10

                          DESCRIPTION OF COMMON STOCK

GENERAL

    As of the date of this prospectus, we are authorized to issue up to
2,000,000,000 shares of common stock. As of June 30, 2000, we had approximately
957.6 million shares of common stock issued (including approximately 157.5
million shares held in treasury) and had reserved approximately 88.5 million
shares of common stock for issuance under various employee or director incentive
compensation and option plans.

    The Bank of New York is the transfer agent and registrar for the common
stock. Shares of common stock are listed on the New York, Chicago and Pacific
stock exchanges, under the symbol 'HON'. In addition, shares of common stock are
listed on the London stock exchange.

    The following summary is not complete. You should refer to the applicable
provision of Honeywell's charter and by-laws and to Delaware corporate law for a
complete statement of the terms and rights of the common stock.

DIVIDENDS

    Holders of common stock are entitled to receive dividends when, as and if
declared by the board of directors, out of funds legally available for their
payment, subject to the rights of holders of any preferred stock outstanding.

VOTING RIGHTS

    Each holder of common stock is entitled to one vote per share. Subject to
any rights of the holders of any series of preferred stock pursuant to
applicable law or the provision of the certificate of designations creating that
series, all voting rights are vested in the holders of shares of common stock.
Holders of shares of common stock have noncumulative voting rights, which means
that the holders of more than 50% of the shares voting for the election of
directors can elect 100% of the directors, and the holders of the remaining
shares voting for the election of directors will not be able to elect any
directors.

RIGHTS UPON LIQUIDATION

    In the event of Honeywell's voluntary or involuntary liquidation,
dissolution or winding up, the holders of common stock will be entitled to share
equally in any of our assets available for distribution after the payment in
full of all debts and distributions and after the holders of any series of
outstanding preferred stock have received their liquidation preferences in full.

OTHER RIGHTS

    The issued and outstanding shares of common stock are fully paid and
nonassessable. Holders of shares of common stock are not entitled to preemptive
rights. Shares of common stock are not convertible into shares of any other
class of capital stock. If we merge or consolidate with or into another company
and as a result our common stock is converted into or exchangeable for shares of
stock, other securities or property (including cash), all holders of common
stock will be entitled to receive the same kind and amount of consideration per
share of common stock.

POSSIBLE ANTI-TAKEOVER PROVISIONS

    Honeywell's charter and by-laws provide:

     for a classified board of directors that is divided into three classes as
     nearly equal in number as is possible, with the term of one class expiring
     at the annual meeting in each year;

     that the board of directors may establish the number of seats on the board,
     subject to the right of preferred stockholders to elect directors in
     certain circumstances and shareowners' rights to set the number of seats
     upon the vote of holders of 80% of the outstanding shares of common stock;

                                       11

     that vacancies on the board of directors other than at the annual meeting
     are filled by a vote of the remaining directors;

     that special meetings of shareowners generally may be called only by the
     chief executive officer or by a majority of the authorized number of
     directors;

     that action may be taken by shareowners only at annual or special meetings
     and not by written consent;

     advance notice must be given to Honeywell for a shareowner to nominate
     directors for election at a shareowner meeting;

     that the following actions require approval by holders of 80% of the
     outstanding shares entitled to vote:

         the removal for cause of directors at other than the expiration of
         their terms; and

         the amendment or repeal of Honeywell's charter and/or by-law provisions
         relating to the classified board of directors, the number of seats on
         the board of directors, the filling of board vacancies, removal of
         directors for cause, calling of special meetings of shareowners,
         prohibition of shareowner action by written consent and amendment or
         repeal of provisions requiring an 80% vote of shareowners.

Any of these provisions could delay, deter or prevent a tender offer for or
attempted takeover of Honeywell.

    Honeywell's charter permits us to issue up to 40,000,000 shares of preferred
stock with terms which may be set by our board of directors or a committee of
the board. Such preferred stock could have terms that could delay, deter or
prevent a tender offer or takeover attempt of Honeywell.

    Under Delaware law, an acquirer of 15% or more of our shares of stock must
wait three years before a business combination with us unless one of the
following exceptions is available:

     approval by our board of directors prior to the time the acquirer became a
     15% shareowner of Honeywell;

     acquisition of at least 85% of our voting stock in the transaction in which
     the acquirer became a 15% shareowner of Honeywell; or

     approval of the business combination by our board of directors and
     two-thirds of our disinterested shareowners.

                              BOOK-ENTRY ISSUANCE

    Most series of debt securities and preferred stock will be book-entry
securities. Upon issuance, all book-entry securities of the same issue will be
represented by one or more fully registered global securities. Each global
security will be deposited with, or on behalf of, The Depository Trust Company
or 'DTC', a securities depository, and will be registered in the name of DTC or
a nominee of DTC. DTC will thus be the only registered holder of these
securities and will be considered the sole owner of the securities.

    Purchasers may only hold interests in the global securities through DTC if
they are a participant in the DTC system. Purchasers may also hold interests
through a securities intermediary -- a bank, brokerage house or other
institution that maintains securities accounts for customers -- that has an
account with DTC or its nominee. DTC will maintain accounts showing the
securities holdings of its participants, and these participants will in turn
maintain accounts showing the securities holdings of their customers. Some of
these customers may themselves be securities intermediaries holding debt
securities for their customers. Thus, each beneficial owner of a book-entry
security will hold that security indirectly through a hierarchy of
intermediaries, with DTC at the 'top' and the beneficial owner's own securities
intermediary at the 'bottom.'

    The securities of each beneficial owner of a book-entry security will be
evidenced solely by entries on the books of the beneficial owner's securities
intermediary. The actual purchaser of the

                                       12

securities will generally not be entitled to have the securities represented by
the global securities registered in its name and will not be considered the
owner. In most cases, a beneficial owner will also not be able to obtain a paper
certificate evidencing the holder's ownership of securities. The book-entry
system for holding securities eliminates the need for physical movement of
certificates. The laws of some jurisdictions require some purchasers of
securities to take physical delivery of their securities in definitive form.
These laws may impair the ability to transfer book-entry securities.

    Unless otherwise specified in the prospectus supplement with respect to a
series of debt securities or preferred stock, a beneficial owner of book-entry
securities represented by a global security may exchange the securities for
definitive or paper securities only if:

     DTC is unwilling or unable to continue as depositary for such global
     security and Honeywell is unable to find a qualified replacement for DTC
     within 90 days;

     at any time DTC ceases to be a clearing agency registered under the
     Securities Exchange Act of 1934; or

     Honeywell in its sole discretion decides to allow some or all book-entry
     securities to be exchangeable for definitive securities in registered form.

    Any global security that is exchangeable will be exchangeable in whole for
definitive securities in registered form with the same terms, and in the case of
debt securities, in an equal aggregate principal amount in denominations of
$1,000 and whole multiples of $1,000. Definitive securities will be registered
in the name or names of the person or persons specified by DTC in a written
instruction to the registrar of the securities. DTC may base its written
instruction upon directions it receives from its participants.

    In this prospectus and the accompanying prospectus supplement, for
book-entry securities, references to actions taken by security holders will mean
actions taken by DTC upon instructions from its participants, and references to
payments and notices of redemption to security holders will mean payments and
notices of redemption to DTC as the registered holder of the securities for
distribution to participants in accordance with DTC's procedures.

    DTC is a limited purpose trust company organized under the laws of the State
of New York, a member of the Federal Reserve System, a 'clearing corporation'
within the meaning of the New York Uniform Commercial Code and a 'clearing
agency' registered under section 17A of the Securities Exchange Act. The rules
applicable to DTC and its participants are on file with the SEC.

    Honeywell will not have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership
interests in the book-entry securities or for maintaining, supervising or
reviewing any records relating to the beneficial ownership interests.

                              PLAN OF DISTRIBUTION

    We may sell the securities:

     through underwriters,

     through agents, or

     directly to institutional purchasers.

    The prospectus supplement will set forth the terms of the offering of the
securities, including the following:

     the name or names of any underwriters;

     the purchase price and the proceeds we will receive from the sale;

     any underwriting discounts and other items constituting underwriters'
     compensation; and

     any initial public offering price and any discounts or concessions allowed
     or reallowed or paid to dealers.

                                       13

    If underwriters are used in the sale, the securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The securities may be
either offered to the public through underwriting syndicates represented by
managing underwriters or by underwriters without a syndicate. The obligations of
the underwriters to purchase securities will be subject to conditions precedent
and the underwriters will be obligated to purchase all the securities of a
series if any are purchased. Any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may be changed from time
to time.

    Securities may be sold directly by us or through agents designated by us
from time to time. Any agent involved in the offer or sale of the securities in
respect of which this prospectus is delivered will be named, and any commissions
payable by us to that agent will be set forth, in the prospectus supplement.
Unless otherwise indicated in the prospectus supplement, any agent will be
acting on a best efforts basis for the period of its appointment.

    We may authorize agents or underwriters to solicit offers by certain types
of institutions to purchase securities from us at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery contracts. These
contracts will provide for payment and delivery on a specified date in the
future. The conditions to these contracts and the commissions payable for
solicitation of such contracts will be set forth in the applicable prospectus
supplement.

    Agents and underwriters may be entitled to indemnification by us against
civil liabilities arising out of this prospectus, including liabilities under
the Securities Act of 1933, or to contribution with respect to payments which
the agents or underwriters may be required to make relating to those
liabilities.

    Each series of debt securities or preferred stock will be a new issue of
securities with no established trading market. Any underwriter may make a market
in the debt securities, but will not be obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for any debt securities or preferred stock.

    Shares of common stock offered under this prospectus will be listed on the
New York, Chicago, Pacific and London stock exchanges.

    Agents and underwriters may be engaged in transactions with, or perform
commercial or investment banking or other services for, us or our subsidiaries
or affiliates, in the ordinary course of business.

    We estimate that our expenses associated with this offering will be
approximately $1.2 million, excluding underwriting discounts and commissions.

                                    EXPERTS

    The audited financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Honeywell International Inc. for
the year ended December 31, 1999, except as they relate to Honeywell Inc. (a
wholly-owned subsidiary of Honeywell International Inc.) as of and for the two
years ended December 31, 1998, have been audited by PricewaterhouseCoopers LLP,
independent accountants, and, insofar as they relate to Honeywell Inc. as of and
for the two years ended December 31, 1998, by Deloitte & Touche LLP, independent
accountants. Such financial statements have been so incorporated in reliance on
the reports of such independent accountants given on the authority of such firms
as experts in auditing and accounting.

    With respect to the unaudited consolidated financial information of
Honeywell International Inc. for the three-month periods ended March 31, 2000
and 1999 and the three-month and six-month periods ended June 30, 2000 and 1999
incorporated by reference in this prospectus, PricewaterhouseCoopers LLP
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
reports dated May 5, 2000 and July 28, 2000 incorporated by reference in this
prospectus, state that they did

                                       14

not audit and did not express an opinion on that unaudited consolidated
financial information. Accordingly, the degree of reliance on their report on
such information should be restricted in light of the limited nature of the
review procedures applied. PricewaterhouseCoopers LLP is not subject to the
liability provisions of Section 11 of the Securities Act for their report on the
unaudited consolidated financial information because that report is not a
'report' or a 'part' of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the
Securities Act.

                                 LEGAL OPINIONS

    Certain legal matters will be passed upon for Honeywell by J. Edward Smith,
Assistant General Counsel, Corporate and Finance, of Honeywell, and for any
underwriters by Cravath, Swaine & Moore, New York, New York. Mr. Smith
beneficially owns shares of Honeywell common stock and has options to acquire
additional shares of Honeywell common stock granted under option plans of
Honeywell.

    In the opinions described above, certain assumptions will be made regarding
future action required to be taken by Honeywell and others in connection with
the issuance and sale of any particular offered securities, the specific terms
of those offered securities and other matters which may affect the validity of
those offered securities but which cannot be ascertained on the date of the
relevant opinion.

              WHERE YOU CAN FIND MORE INFORMATION ABOUT HONEYWELL

    We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in the following locations:

                                                        
Public Reference Room          New York Regional Office       Chicago Regional Office
450 Fifth Street, N.W.         7 World Trade Center           Citicorp Center
Room 1024                      Suite 1300                     500 West Madison Street
Washington, DC 20549           New York, NY 10048             Suite 1400
                                                              Chicago, IL 60661

Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public at the SEC's
web site at http://www.sec.gov.

    You may also inspect reports, proxy statements and other information about
Honeywell at the offices of the New York Stock Exchange Inc., 20 Broad Street,
New York, NY 10005; the Chicago Stock Exchange, One Financial Place, 440 South
LaSalle Street, Chicago, IL 60605; and the Pacific Exchange, 301 Pine Street,
San Francisco, CA 94104.

    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 (FILE NO. 1-8974)      DESCRIPTION, PERIOD OR DATE
- -----------------------------------------      ---------------------------
                                            
Annual Report on Form 10-K                     Year ended December 31, 1999, as amended

Quarterly Reports on Form 10-Q                 Quarters ended March 31 and June 30, 2000

Current Reports on Form 8-K                    Filed January 21, February 14, February 29
                                               and September 8, 2000

Registration Statement on Form 8-B             Filed on August 16, 1985, containing a
                                               description of the common stock

                                       15

    We incorporate by reference additional documents that we may file with the
SEC after the date of this prospectus. These documents include periodic reports,
which may include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, as well as proxy statements.

    You can obtain any of the documents incorporated by reference in this
prospectus through us, or from the SEC through the SEC's web site at the address
provided above. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this prospectus. You can
obtain documents incorporated by reference in this prospectus free of charge by
requesting them in writing or by telephone from us at the following address and
telephone number:

                              Honeywell International Inc.
                              101 Columbia Road
                              P.O. Box 2245
                              Morris Township, NJ 07962-2245
                              Attention: Corporate Publications
                              Telephone No.: (973) 455-5402

           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

    We have made forward-looking statements in this document and in documents
that are incorporated by reference in this document that are subject to risks
and uncertainties. Forward-looking statements include information concerning
possible or assumed future actions, events or results of operations of
Honeywell. Forward-looking statements include the information in this document,
specifically, regarding:

                                                
        efficiencies                               business diversification
        cost savings                               future economic performance
        sales enhancements                         future acquisitions
        income and margins                         management's plans
        earnings per share                         business portfolios
        free cash flow                             merger integration related expenses
        growth

    With respect to all forward-looking statements, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

    You should understand that the following important factors, in addition to
those discussed elsewhere in this document and in the documents which are
incorporated by reference, could affect the future results of Honeywell and
could cause those results or other outcomes to differ materially from those
expressed or implied in our forward-looking statements:

ECONOMIC AND INDUSTRY CONDITIONS

     materially adverse changes in economic and industry conditions and customer
     demand generally or in the markets served by us

     supply and demand for and pricing of supplies and components

     changes in demographics and consumer preferences or demands for our goods
     and services

     fluctuations of foreign currencies

COMPETITIVE FACTORS

     the competitiveness of product substitutes

     the actions of competitors

                                       16

     new technologies

     industry consolidation

     deregulation

OPERATING FACTORS

     supply disruptions

     acquisitions or divestitures

     changes in operating conditions and costs

     risks relating to performance of contracts, including dependence on
     performance of third-parties

     availability of intellectual property rights for newly developed products

     changes in regulatory environment

     the challenges inherent in diverting management's focus and resources from
     other strategic opportunities and from operational matters during merger
     integration

     the impact of the loss of employees

                                       17

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

                                                           

Securities and Exchange Commission Registration Fee.             528,000
Printing....................................................     150,000*
Legal Fees and Expenses.....................................      20,000*
Accountants' Fees and Expenses..............................      20,000*
Trustees' Fees and Expenses.................................      20,000*
Rating Agency Fees..........................................     400,000*
Miscellaneous Expenses......................................      12,000*
                                                              ----------
    Total...................................................  $1,150,000*
                                                              ----------
                                                              ----------

- ---------
* Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law (DGCL) 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 or other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, shareowner vote, agreement, or otherwise.

    Section 102(b)(7) of the DGCL 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 the Delaware General Corporation Law.

    Under the DGCL, 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.

                                      II-1

    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 a 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.

ITEM 16. EXHIBITS.

EXHIBIT NO.
- -----------
           
    1.1       -- Form of Underwriting Agreement for issuances of debt
                 securities (filed herewith).
    1.2       -- Underwriting Agreement for issuances of preferred stock
                 or common stock (to be filed with a Current Report on
                 Form 8-K at the time of offer).
    3.1       -- Honeywell's Restated Certificate of Incorporation
                 (incorporated by reference to Exhibit 3(i) to our Form 8-K
                 filed 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 June 30, 2000).
    4.1       -- Indenture dated as of October 1, 1985 relating to debt
                 securities between Honeywell and The Chase Manhattan Bank,
                 as Trustee (incorporated by reference to Exhibit 4.1 to
                 Registration Statement No. 333-86157).
    4.2       -- First Supplemental Indenture dated as of February 1, 1991
                 relating to debt securities between Honeywell and The
                 Chase Manhattan Bank, as Trustee (incorporated by
                 reference to Exhibit 4.2 to Registration Statement
                 No. 333-86157).
    4.3       -- Second Supplemental Indenture dated as of November 1,
                 1997 relating to debt securities between Honeywell and The
                 Chase Manhattan Bank, as Trustee (incorporated by
                 reference to Exhibit 4.5 to Amendment No. 2 to
                 Registration Statement No. 33-04551).
    5.1       -- Opinion of J. Edward Smith, Esq., with respect to the
                 legality of the debt securities being registered hereby
                 (filed herewith).
   12         -- Statement of Computation of Honeywell's ratio of earnings
                 to fixed charges (filed herewith).
   15         -- Independent Accountants' Acknowledgment Letter as to the
                 incorporation of their reports relating to unaudited
                 interim financial information (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 5.1 to this registration
                 statement.
   24         -- Powers of Attorney (filed herewith).
   25.1       -- Form T-1 Statement of Eligibility and Qualification of
                 The Chase Manhattan Bank with respect to the Indenture
                 (filed herewith).

ITEM 17. 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; and

                                      II-2

           (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) 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.

        (4) For purposes of determining any liability under the Securities Act
    of 1933, the information omitted from the form of prospectus filed as part
    of this registration statement in reliance upon Rule 430A and contained in a
    form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
    or 497(b) under the Act shall be deemed to be part of this registration
    statement as of the time it was declared effective.

        (5) Insofar as indemnification for liabilities arising under the
    Securities Act of 1933 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 of 1933 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
    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 of 1933 and will be
    governed by the final adjudication of such issue.

        (6) To file an application for the purpose of determining the
    eligibility of the trustee to act under subsection (a) of Section 310 of the
    Trust Indenture Act of 1939, as amended ('Trust Indenture Act') in
    accordance with the rules and regulations prescribed by the Commission under
    Section 305(b)(2) of the Trust Indenture Act.

    (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 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.

                                      II-3

                                   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-3 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 8th day of
September, 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

                                      II-4

                   NAME                                    TITLE                         DATE
                   ----                                    -----                         ----
                                                                            
                    *                       Director
 .........................................
             JOHN R. STAFFORD

                    *                       Director
 .........................................
            MICHAEL W. WRIGHT

          /s/ RICHARD F. WALLMAN            Senior Vice President and Chief       September 8, 2000
 .........................................    Financial Officer
            RICHARD F. WALLMAN                (Principal Financial Officer)

         /s/ PHILIP M. PALAZZARI            Vice President and Controller         September 8, 2000
 .........................................    (Chief Accounting Officer)
           PHILIP M. PALAZZARI

      * By:   /s/ PETER M. KREINDLER                                              September 8, 2000
 .........................................
           PETER M. KREINDLER,
             ATTORNEY-IN-FACT

                                      II-5

                                     EXHIBIT INDEX

EXHIBIT NO.                           DESCRIPTION
- -----------                           -----------
           
    1.1       -- Form of Underwriting Agreements for issuances of debt
                 securities (filed herewith).
    1.2       -- Underwriting Agreement for issuances of preferred stock
                 or common stock (to be filed with a Current Report on
                 Form 8-K at the time of offer).
    3.1       -- Honeywell Restated Certificate of Incorporation
                 (incorporated by reference to Exhibit 3(i) to our Form 8-K
                 filed December 3, 1999).
    3.2       -- Honeywell By-laws, as amended (incorporated by reference
                 to Exhibit 3(ii) to our Form 10-Q for the quarter ended
                 June 30, 2000).
    4.1       -- Indenture dated as of October 1, 1985 relating to debt
                 securities between Honeywell and The Chase Manhattan Bank,
                 as Trustee incorporated by reference to Exhibit 4.1 to
                 Registration Statement No. 333-86157.
    4.2       -- First Supplemental Indenture dated as of February 1, 1991
                 relating to debt securities between Honeywell and The
                 Chase Manhattan Bank, as Trustee incorporated by reference
                 to Exhibit 4.2 to Registration Statement No. 333-86157.
    4.3       -- Second Supplemental Indenture dated as of November 1,
                 1997 relating to debt securities between Honeywell and The
                 Chase Manhattan Bank, as Trustee (Incorporated by
                 reference to Exhibit 4.5 to Amendment No. 2 to
                 Registration Statement No. 33-04551).
    5.1       -- Opinion of J. Edward Smith, Esq., with respect to the
                 legality of the debt securities being registered hereby
                 (filed herewith).
   12         -- Statement of Computation of Honeywell ratio of earnings
                 to fixed charges (filed herewith).
   15         -- Independent Accountants Acknowledgment Letter as to the
                 incorporation of their reports relating to unaudited
                 interim financial information (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 5.1 to this registration
                 statement.
   24         -- Powers of Attorney (filed herewith).
   25.1       -- Form T-1 Statement of Eligibility and Qualification of
                 The Chase Manhattan Bank with respect to the Indenture
                 (filed herewith).

                                                                     Exhibit 1.1

                          HONEYWELL INTERNATIONAL INC.

                              [TITLE OF SECURITIES]

                             UNDERWRITING AGREEMENT

                                                              New York, New York

To the Representatives named in Schedule I hereto
of the Underwriters named in Schedule II hereto

          Honeywell International Inc., a Delaware corporation (the "Company"),
proposes to sell to the underwriters named in Schedule II hereto (the
"Underwriters"), for whom you are acting as representatives (the
"Representatives"), the aggregate principal amount set forth in Schedule II
hereto of its debt securities identified on Schedule I hereto (the "Purchased
Securities"), to be issued under an indenture dated as of October 1, 1985, as
supplemented by the First Supplemental Indenture thereto dated as of February 1,
1991 and the Second Supplemental Indenture dated as of November 1, 1997, each
between the Company and The Chase Manhattan Bank, as Trustee (the "Trustee") (as
so supplemented, the "Indenture").

          1. Representations and Warranties. The Company represents and warrants
to, and agrees with, each Underwriter that:

          (a) The Company presently meets, and has met at all times since the
initial filing referred to below, the requirements for use of Form S-3 under the
Securities Act of 1933 (the "Act") and has filed with the Securities and
Exchange Commission (the "Commission") one or more registration statements on
such Form (the file number or file numbers of which are set forth in Schedule I
hereto), which have become effective, for the registration under the Act of the
Purchased Securities. Such registration statement or registration statements, as
amended at the date of the Agreement, meet the requirements set forth in Rule
415(a)(1)(x) under the Act and comply in all other material respects with said
Rule. The Company proposes to file with the Commission pursuant to Rule 424
under the Act a supplement to the form of prospectus included in the most recent
such registration statement relating to the Purchased Securities and the plan of
distribution thereof and has previously advised you of all further information
(financial and other) with respect to the Company to be set forth therein. Such
registration statement or registration statements, including the exhibits
thereto, as amended at the date of this Agreement, is (or, if more than one, are
collectively) hereinafter called the "Registration Statement"; such prospectus
in the form in which it appears in the Registration Statement is hereinafter
called the "Basic Prospectus"; and such supplemented form of prospectus, in the
form in which it shall be first filed with the Commission pursuant to Rule 424
(including the Basic Prospectus as so supplemented) is hereinafter called the
"Final Prospectus." Any preliminary form of the Final Prospectus which has
heretofore been filed pursuant to Rule 424 is hereinafter called the
"Preliminary Final Prospectus." Any reference herein to the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934 (the "Exchange Act") on or before the date of
this Agreement, or the issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be; and any reference herein
to the terms "amend," "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus
or the Final Prospectus shall be deemed to refer to and include the filing of
any document under the Exchange Act after the date of this Agreement, or the
issue date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be, deemed to be incorporated therein by
reference.

          (b) As of the date hereof, when the Final Prospectus is first filed
pursuant to Rule 424 under the Act, when, prior to the Closing Date (as
hereinafter defined), any amendment to the Registration Statement becomes
effective (including the filing of any document incorporated by reference in the
Registration Statement), when any supplement to the Final Prospectus is filed
with the Commission and at the Closing Date,

              (i) the Registration Statement, as amended as of any such time,
       the Final Prospectus, as amended or supplemented as of any such time and
       the Indenture will comply in all material respects with the applicable
       requirements of the Act, the Exchange Act, and the Trust Indenture Act of
       1939 (the "Trust Indenture Act") and the respective rules thereunder and

              (ii) neither the Registration Statement, as amended as of any such
       time, nor the Final Prospectus, as amended or supplemented as of any such
       time, will contain any untrue statement of a material fact or omit to
       state any material fact required to be stated therein or necessary in
       order to make the statements therein not misleading; provided, however,
       that the Company makes no representations or warranties as to (i) that
       part of the Registration Statement which shall constitute the Statement
       of Eligibility and Qualification (Form T-1) of the Trustee under the
       Trust Indenture Act or (ii) the information contained in or omitted from
       the Registration Statement or the Final Prospectus or any amendment
       thereof or supplement thereto in reliance upon and in conformity with
       information furnished to the Company by or on behalf of any Underwriter
       through the Representatives specifically for use in the Registration
       Statement or the Final Prospectus.

          2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto the principal amount of Purchased Securities set forth
opposite such Underwriter's name in Schedule II hereto.

          3. Delivery and Payment. Delivery of and payment for the Purchased
Securities shall be made at the office, on the date and at the time specified in
Schedule I hereto (or such later date not later than five business days after
such specified date as the Representatives shall designate), which date and time
may be postponed by agreement between the Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the
Securities being herein called the "Closing Date"). Delivery of a global
certificate (the "Global Note") representing the Purchased Securities shall be
made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer of same-day funds. The Global Note to be delivered to
the Representatives shall be deposited with and registered in the name of Cede &
Co., as nominee of the Depository Trust Company ("DTC"). The interests of the
owners of the Notes will be represented by book entries on the records of DTC
and participating members thereof. Notes in definitive form shall be available
only under limited circumstances.

          4.  Agreements.  The Company agrees with the several Underwriters
that:

     (a) Prior to the termination of the offering of the Purchased Securities,
         the Company will not file any amendment of the Registration Statement
         or supplement (including the Final Prospectus) to the Basic Prospectus
         unless the Company has furnished you a copy for your review prior to
         filing and will not file any such proposed amendment or supplement to
         which you reasonably object. Subject to the foregoing sentence, the
         Company will cause the Final Prospectus to be mailed to the Commission
         for filing pursuant to Rule 424 by first class, certified or registered
         mail or will cause the Final Prospectus to be filed with the Commission
         pursuant to said Rule. The Company will promptly advise the
         Representatives

              (i) when the Final Prospectus shall have been mailed to the
     Commission for filing or filed with the Commission pursuant to Rule 424;

              (ii) when any amendment to the Registration Statement relating to
     the Purchased Securities shall have become effective,

              (iii) of any request by the Commission for any amendment of the
     Registration Statement or amendment of or supplement to the Final
     Prospectus or for any additional information,

                                       2

              (iv) of the issuance by the Commission of any stop order
       suspending the effectiveness of the Registration Statement or the
       institution or threatening of any proceeding for that purpose and

              (v) of the receipt by the Company of any notification with respect
       to the suspension or the qualification of the Purchased Securities for
       sale in any jurisdiction or the initiation or threatening of any
       proceeding for such purpose. The Company will use its best efforts to
       prevent the issuance of any such stop order and, if issued, to obtain as
       soon as possible the withdrawal thereof.

          (b) If, at any time when a Prospectus relating to the Purchased
Securities is required to be delivered under the Act, any event occurs as a
result of which the Final Prospectus as then amended or supplemented would
include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in light of the circumstances
under which they were made not misleading, or if it shall be necessary to amend
or supplement the Final Prospectus to comply with the Act or the Exchange Act or
the respective rules thereunder, the Company promptly will

              (i) prepare and file with the Commission, subject to the first
       sentence of paragraph (a) of this Section 4, an amendment or supplement
       which will correct such statement or omission or an amendment which will
       effect such compliance and

              (ii) supply any supplemented prospectus to you in such quantities
       as you may reasonably request.

          (c) The Company will make generally available to its securities
holders and to the Representatives as soon as practicable, but not later than 45
days after the end of the 12-month period beginning at the end of the current
fiscal quarter of the Company, an earnings statement (which need not be audited)
of the Company and its subsidiaries, covering such 12-month period, which will
satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.

          (d) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, copies of the Registration Statement
(including exhibits thereto) and each amendment thereto which shall become
effective on or prior to the Closing Date and, so long as delivery of a
prospectus by an Underwriter or dealer may be required by the Act, as many
copies of any Preliminary Final Prospectus and the Final Prospectus and any
amendments thereof and supplements thereto as the Representatives may reasonably
request. The Company will pay the expenses of printing all documents relating to
the offering.

          (e) The Company will arrange for the qualification of the Purchased
Securities for sale under the laws of such jurisdictions as the Representatives
may designate, will maintain such qualifications in effect so long as required
for the distribution of the Purchased Securities and will arrange for the
determination of the legality of the Purchased Securities for purchase by
institutional investors.

          (f) Until the business day following the Closing Date, the Company
will not, without the consent of the Representatives, offer, sell or contract to
sell, or otherwise dispose of, directly or indirectly, or announce the offering
of, any debt securities or warrants covered by the Registration Statement or any
other registration statement filed under the Act.

          5. Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Purchased Securities shall be subject to the
accuracy of the representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of the effectiveness of
any amendment to the Registration Statement filed prior to the Closing Date
(including the filing of any document incorporated by reference therein) and as
of the Closing Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:

          (a) No stop order suspending in whole or in part the effectiveness of
the Registration Statement, as amended from time to time, shall have been issued
and no proceedings for that purpose shall have been instituted or threatened;
and the Final Prospectus shall have been filed or mailed for filing with the
Commission

                                       3

not later than 5:30 P.M., New York City time, on the business day following the
date hereof.

          (b) The Company shall have furnished to the Representatives the
opinion of its General Counsel, or of J. Edward Smith, Esq., Assistant General
Counsel, Corporate and Finance, of the Company, or such other counsel to the
Company reasonably acceptable to the Representatives, dated the Closing Date, to
the effect that:

              (i) each of the Company and each subsidiary of the Company that is
       a "significant subsidiary" as defined in Rule 405 of Regulation C
       promulgated under the Act (each a "Significant Subsidiary" and
       collectively the "Significant Subsidiaries") has been duly incorporated
       and is validly existing as a corporation in good standing under the laws
       of the jurisdiction in which it is chartered or organized with full
       corporate power and authority to own its properties and conduct its
       business as described in the Final Prospectus, and is duly qualified to
       do business as a foreign corporation and is in good standing under the
       laws of each jurisdiction which requires such qualification wherein it
       owns or leases material properties or conducts material business;

              (ii) all the outstanding shares of capital stock of each
       Significant Subsidiary have been duly and validly authorized and issued
       and are fully paid and nonassessable, and, except as otherwise set forth
       in the Final Prospectus, all outstanding shares of capital stock of the
       Significant Subsidiaries (except for directors' qualifying shares) are
       owned by the Company either directly or through wholly-owned subsidiaries
       free and clear of any perfected security interest and, to the knowledge
       of such counsel, after due inquiry, any other security interests, claims,
       liens or encumbrances;

              (iii) the Company's authorized equity capitalization is as set
       forth in the Final Prospectus; the Purchased Securities conform to the
       description thereof contained in the Final Prospectus; and, if the
       Purchased Securities are to be listed on the New York Stock Exchange,
       authorization therefor has been given, subject to official notice of
       issuance and evidence of satisfactory distribution, or the Company has
       filed a preliminary listing application and all required supporting
       documents with respect to the Purchased Securities with the New York
       Stock Exchange and such counsel has no reason to believe that the
       Purchased Securities will not be authorized for listing, subject to
       official notice of issuance and evidence of satisfactory distribution;

              (iv) the Indenture has been duly authorized, executed and
       delivered; the Indenture has been duly qualified under the Trust
       Indenture Act; the Indenture constitutes a valid and legally binding
       instrument enforceable against the Company in accordance with its terms,
       except that such enforcement may be subject to applicable bankruptcy,
       reorganization, insolvency, moratorium or other laws affecting creditors'
       rights generally and general principles of equity from time to time in
       effect; and the Purchased Securities have been duly authorized and, when
       executed and authenticated in accordance with the provisions of the
       Indenture and delivered to and paid for by the Underwriters pursuant to
       this Agreement, will constitute valid and legally binding obligations of
       the Company entitled to the benefits of the Indenture;

              (v) to the best knowledge of such counsel, there is no pending or
       threatened action, suit or proceeding before any court or governmental
       agency, authority or body or any arbitrator involving the Company or any
       of its subsidiaries of a character required to be disclosed in the
       Registration Statement which is not adequately disclosed in the Final
       Prospectus, and there is no franchise, contract or other document of a
       character required to be described in the Registration Statement or Final
       Prospectus, or to be filed as an exhibit, which is not described or filed
       as required; and the statements included or incorporated in the Final
       Prospectus describing any legal proceedings or material contracts or
       agreements relating to the Company and its subsidiaries fairly summarize
       the matters therein described;

              (vi) the Registration Statement and any amendments thereto have
       become effective under the Act; the Final Prospectus has been filed in
       the manner and within the time period required by Rule 424; to the best
       knowledge of such counsel, no stop order suspending in whole or in part
       the effectiveness of the Registration Statement, as amended, has been
       issued, no proceedings for that purpose have been instituted or
       threatened, and the Registration Statement,

                                       4

       the Final Prospectus and each amendment thereof or supplement thereto as
       of their respective effective or issue dates (other than the financial
       statements and other financial information contained therein as to which
       such counsel need express no opinion) comply as to form in all material
       respects with the applicable requirements of the Act and the Exchange
       Act, and the respective rules thereunder; and such counsel has no reason
       to believe that each registration statement included in the Registration
       Statement, or any amendment thereof, at the time it became effective and
       at the date of this Agreement, contained any untrue statement of a
       material fact or omitted to state any material fact required to be stated
       therein or necessary to make the statements therein not misleading or
       that the Final Prospectus, as amended or supplemented, includes any
       untrue statement of a material fact or omits to state a material fact
       necessary to make the statements therein, in light of the circumstances
       under which they were made, not misleading;

              (vii) this agreement has been duly authorized, executed and
       delivered by the Company;

              (viii) no consent, approval, authorization or order of any court
       or governmental agency or body is required for the consummation of the
       transactions contemplated herein, except such as have been obtained
       under the Act and such as may be required under the blue sky laws of any
       jurisdiction in connection with the purchase and distribution of
       Purchased Securities by the Underwriters and such other approvals
       (specified in such opinion) as have been obtained;

              (ix) neither the issue and sale of the Purchased Securities, nor
       the consummation of any other of the transactions herein contemplated nor
       the fulfillment of the terms hereof will conflict with, result in a
       breach or violation of, or constitute a default under the certificate of
       incorporation or by-laws of the Company or the terms of any indenture or
       other agreement or instrument known to such counsel to which the Company
       or any of its Significant Subsidiaries is a party or bound, or any order
       of any court, regulatory body, administrative agency, governmental body
       or arbitrator having jurisdiction over the Company or any of its
       Significant Subsidiaries; and

              (x) no holders of securities of the Company have rights to the
       registration of such securities under the Registration Statement.

       In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdictions other than the States of
Delaware and New York or the United States, to the extent deemed proper and
specified in such opinion, upon the opinion of other counsel of good standing
believed to be reliable and who are satisfactory to counsel for the Underwriters
and (B) as to matters of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials.

          (c) The Representatives shall have received from Cravath, Swaine &
Moore, counsel for the Underwriters, such opinion or opinions, dated the Closing
Date, with respect to the issuance and sale of the Purchased Securities, the
Indenture, the Registration Statement, the Final Prospectus and other related
matters as the Representatives may reasonably require, and the Company shall
have furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.

          (d) The Company shall have furnished to the Representatives a
certificate of the Company signed by the Chief Financial Officer, the Treasurer,
any Assistant Treasurer or the Controller of the Company, dated the Closing
Date, to the effect that the signer of such certificate has carefully examined
the Registration Statement, the Final Prospectus and this Agreement and that:

              (i) the representations and warranties of the Company in this
       Agreement are true and correct in all material respects on and as of the
       Closing Date with the same effect as if made on the Closing Date and the
       Company has complied with all the agreements and satisfied all the
       conditions on its part to be performed or satisfied at or prior to the
       Closing Date;

              (ii) no stop order suspending in whole or in part the
       effectiveness of the Registration Statement, as amended, has been issued
       and no proceedings for that purpose have been instituted or, to their
       knowledge, threatened; and

                                       5

              (iii) since the date of the most recent financial statements
       included in the Final Prospectus, there has been no material adverse
       change in the condition (financial or other), earnings, business or
       properties of the Company and its Significant Subsidiaries, whether or
       not arising from transactions in the ordinary course of business, except
       as set forth in or contemplated in the Final Prospectus.

          (e) At the Closing Date, PricewaterhouseCoopers LLP and Deloitte &
Touche LLP shall have furnished to the Representatives letters (which may refer
to letters previously delivered to one or more of the Representatives), dated as
of the Closing Date, in form and substance satisfactory to the Representatives,
confirming that they are independent accountants within the meaning of the Act
and the Exchange Act and the respective applicable published rules and
regulations thereunder, that the response to Item 10 of the Registration
Statement is correct insofar as it relates to them and stating in effect that:

              (i) in their opinion the audited financial statements, including
       financial statement schedules, if any, incorporated in the Registration
       Statement and the Final Prospectus audited by them comply as to form in
       all material respects with the applicable accounting requirements of the
       Act and the Exchange Act and the related published rules and regulations
       with respect to registration statements on Form S-3;

              (ii) as indicated in their reports, they have made reviews in
       accordance with standards established by the American Institute of
       Certified Public Accountants of any unaudited interim consolidated data
       incorporated in the Registration Statement and the Final Prospectus;

              (iii) on the basis of certain specified procedures (but not an
       audit in accordance with generally accepted auditing standards) which
       would not necessarily reveal matters of significance with respect to the
       comments set forth in such letter consisting of a reading of the minutes
       of the meetings of the stockholders, directors and the retirement plans
       and audit committees of the Company through a specified date not more
       than five business days prior to the date of delivery of such letter; a
       reading of any unaudited interim consolidated financial data of the
       Company incorporated in the Registration Statement and the Final
       Prospectus and the latest consolidated financial data made available by
       the Company; and inquiries of certain officials of the Company who have
       responsibility for financial and accounting matters of the Company and
       its subsidiaries, nothing came to their attention which caused them to
       believe that:

                     (1) any unaudited interim financial data included or
                         incorporated in the Registration Statement and the
                         Final Prospectus do not comply in all material respects
                         with the applicable accounting requirements of the
                         Exchange Act as it applies to Form 10-Q and the
                         published rules and regulations thereunder or are not
                         stated on a basis substantially consistent with that of
                         the audited financial statements included or
                         incorporated in the Registration Statement and the
                         Final Prospectus; or

                     (2) with respect to the period subsequent to the date of
                         the most recent financial statements incorporated in
                         the Registration Statement and the Final Prospectus,
                         there were any changes, at a specified date not more
                         than five business days prior to the date of the
                         letter, in the long-term debt of the Company and its
                         subsidiaries or capital stock of the Company or
                         decreases in the shareholders' equity of the Company
                         and its subsidiaries as compared with the amounts shown
                         on the most recent consolidated balance sheet included
                         or incorporated in the Registration Statement and the
                         Final Prospectus, or for the period from the date of
                         the most recent financial statements incorporated in
                         the Registration Statement and the Final Prospectus to
                         such specified date, if such information is available
                         for such period, there were any decreases, as compared
                         with the corresponding period in the preceding year, in
                         net sales, in income from continuing operations before
                         taxes on income, income from continuing operations, net
                         income, earnings applicable to common stock or earnings
                         per share of common stock, of the Company and its
                         consolidated subsidiaries, except in all instances for
                         changes or decreases set forth in such letter, in

                                       6

                         which case the letter shall be accompanied by an
                         explanation by the Company as to the significance
                         thereof unless said explanation is not deemed necessary
                         by the Representatives; and

                     (3) the letter shall also state that they have carried out
                         certain other specified procedures, not constituting an
                         audit, with respect to certain amounts, percentages and
                         financial information which are included or
                         incorporated by reference in the Registration Statement
                         and the Final Prospectus and which are specified by the
                         Representatives, and have found such amounts,
                         percentages and financial information to be in
                         agreement with the relevant accounting, financial and
                         other records of the Company and its subsidiaries
                         identified in such letter.

       (f) Subsequent to the respective dates as of which information is given
in the Registration Statement and the Final Prospectus, there shall not have
been

              (i) any change or decrease specified in the letter or letters
       referred to in paragraph (e) of this Section 5 or

              (ii) any change, or any development involving a prospective
       change, in or affecting the business or properties of the Company and its
       Significant Subsidiaries the effect of which, in any case referred to in
       clause (i) or (ii) above, is, in the judgment of the Representatives, so
       material and adverse as to make it impractical or inadvisable to proceed
       with the offering or the delivery of the Purchased Securities as
       contemplated by the Registration Statement and the Final Prospectus.

       (g) Subsequent to the execution of this Agreement, there shall not have
been any decrease in the rating of any of the Company's debt securities by any
"nationally reorganized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) or any notice given of any intended or
potential decrease in any such rating or of a possible change in any such rating
that does not indicate the direction of the possible change.

       (h) Prior to the Closing Date, the Company shall have furnished to the
Representatives such further information, certificates and documents as the
Representatives may reasonably request. If any of the conditions specified in
this Section 5 shall not have been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to the Representatives
and counsel for the Underwriters, this Agreement and all obligations of the
Underwriters hereunder may be canceled at, or at any time prior to, the Closing
Date by the Representatives. Notice of such cancellation shall be given to the
Company in writing or by telephone or telegraph confirmed in writing.

       The documents required to be delivered by this Section 5 shall be
delivered at the office of Cravath, Swaine & Moore, counsel for the
Underwriters, at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the
Closing Date.

     6. Expenses. The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid the following:

              (i) the fees, disbursements and expenses of the Company's counsel
         and accountants in connection with the registration of the Purchased
         Securities under the Act and all other expenses in connection with the
         preparation, printing and filing of the Registration Statement, any
         Preliminary Final Prospectus and the Final Prospectus and amendments
         and supplements thereto and the mailing and delivering of copies
         thereof to the Underwriters and dealers;

              (ii) the cost of printing or producing any Agreement among
         Underwriters, this Agreement, the Indenture, the blue sky and legal
         investment memoranda and any other documents in connection with the
         offering, purchase, sale and delivery of the Purchased Securities;

              (iii) all expenses in connection with the qualification of the
         Purchased Securities for offering and sale under state securities laws
         as provided in

                                       7

         Section 4(e) hereof, including the fees and disbursements of counsel
         for the Underwriters in connection with such qualification and in
         connection with the blue sky and legal investment surveys;

              (iv) any fees charged by securities rating services for rating the
         Purchased Securities;

              (v) the filing fees incident to any required review by the
         National Association of Securities Dealers, Inc. of the terms of the
         sale of the Purchased Securities;

              (vi) the cost of preparing the Purchased Securities;

              (vii) the fees and expenses of the Trustee and any agent of the
         Trustee, and the fees and disbursements of counsel for the Trustee in
         connection with the Indenture and the Purchased Securities; and

              (viii) all other costs and expenses incident to the performance of
         its obligations hereunder which are not otherwise specifically provided
         for in this Section.

       It is understood, however, that, except as provided in this Section,
Section 7 and Section 8 hereof, the Underwriters will pay all of their own costs
and expenses, including the fees of their counsel, transfer taxes on resale of
any of the Purchased Securities by them, and any advertising expenses connected
with any offers they may make.

          7. Reimbursement of Underwriters' Expenses. If the sale of the
Purchased Securities provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth in Section 5 hereof
is not satisfied or because of any refusal, inability or failure on the part of
the Company to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Purchased Securities.

       8.  Indemnification and Contribution.

       (a) The Company agrees to indemnify and hold harmless each Underwriter,
the directors, officers, employees and agents of each Underwriter and each
person who controls any Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or State statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in any registration
statement included in the Registration Statement for the registration of the
Purchased Securities as originally filed or in any amendment thereof, or in the
Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or
in any amendment thereof or supplement thereto or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by it in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that

              (i) the Company will not be liable in any such case to the extent
       that any such loss, claim, damage or liability arises out of or is based
       upon any such untrue statement or alleged untrue statement or omission or
       alleged omission made therein in reliance upon and in conformity with
       written information furnished to the Company by or on behalf of any
       Underwriter through the Representatives specifically for use therein, and

              (ii) such indemnity with respect to the Basic Prospectus or any
       Preliminary Final Prospectus shall not inure to the benefit of any
       Underwriter (or any person controlling such Underwriter) to the extent
       that any such loss, claim, damage or liability of such Underwriter
       results from the fact that such Underwriter sold Purchased Securities to
       a person to whom there was not sent or given a copy of the Final
       Prospectus (or the Final Prospectus as amended or

                                       8

       supplemented) excluding documents incorporated therein by reference at or
       prior to the confirmation of the sale of such Purchased Securities to
       such person in any case where such delivery is required by the Act if the
       Company has previously furnished copies thereof to such Underwriter. This
       indemnity agreement will be in addition to any liability which the
       Company may otherwise have.

           (b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, officers, employees and agents, each of its
officers who signs the Registration Statement, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each Underwriter, but only
with reference to written information relating to such Underwriter furnished to
the Company by or on behalf of such Underwriter through the Representatives
specifically for use in the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability which any
Underwriter may otherwise have. The Company acknowledges that the statements set
forth in [INSERT SECTIONS OF PROSPECTUS PROVIDED BY UNDERWRITERS] in any
Preliminary Final Prospectus or the Final Prospectus constitute the only
information furnished by or on behalf of the several Underwriters for inclusion
in the documents referred to in the foregoing indemnity, and you, as the
Representatives, confirm that such statements are correct.

           (c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of such action, such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party under
this Section 8, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party will not relieve it
from any liability which it may have to an indemnified party otherwise than
under this Section 8. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election to so assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless

              (i) the indemnified party shall have employed separate counsel in
         connection with the assertion of legal defenses in accordance with the
         proviso to the next preceding sentence (it being understood, however,
         that the indemnifying party shall not be liable for the expenses of
         more than one separate counsel, approved by the Representatives in the
         case of paragraph (a) of this Section 8, representing the indemnified
         parties under such paragraph (a) who are parties to such action),

              (ii) the indemnifying party shall not have employed counsel
         satisfactory to the indemnified party to represent the indemnified
         party within a reasonable time after notice of commencement of the
         action or

              (iii) the indemnifying party has authorized the employment of
         counsel for the indemnified party at the expense of the indemnifying
         party; and except that, if clause (i) or (iii) is applicable, such
         liability shall be only in respect of the counsel referred to in such
         clause (i) or (iii).

          (d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 8 is due in accordance with its terms but is for any reason held by a
court to be unavailable on grounds of policy or otherwise, the Company and the
Underwriters shall contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection

                                       9

with investigating or defending the same) to which the Company and one or more
of the Underwriters may be subject in such proportion so that the Underwriters
are responsible for that portion represented by the percentage that the
underwriting discount bears to the sum of such discount and the purchase price
of the Purchased Securities specified in Schedule I hereto and the Company is
responsible for the balance; provided, however, that (y) in no case shall any
Underwriter (except as may be provided in any agreement among Underwriters
relating to the offering of the Purchased Securities) be responsible for any
amount in excess of the underwriting discount applicable to the Purchased
Securities purchased by such Underwriter hereunder and (z) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either the Act or the Exchange Act
shall have the same rights to contribution as such Underwriter, and each person
who controls the Company within the meaning of either the Act or the Exchange
Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to clause (z) of this
paragraph (d). Any party entitled to contribution will, promptly after receipt
of notice of commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against another party
or parties under this paragraph (d), notify such party or parties from whom
contribution may be sought of the commencement thereof, but the omission to so
notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).

          9. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Purchased Securities agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the amount
of Purchased Securities set forth opposite their names in Schedule II hereto
bears to the aggregate amount of Purchased Securities set forth opposite the
names of all the remaining Underwriters) the Purchased Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of Purchased Securities
which the defaulting Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate amount of Purchased Securities set forth in
Schedule II hereto, the remaining Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any, of the Purchased
Securities, and if such nondefaulting Underwriters do not purchase all the
Purchased Securities, this Agreement will terminate without liability to any
nondefaulting Underwriter or the Company. In the event of a default by any
Underwriter as set forth in this Section 9, the Closing Date shall be postponed
for such period, not exceeding seven days, as the Representatives shall
determine in order that the required changes in the Registration Statement and
the Final Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of
its liability, if any, to the Company and any nondefaulting Underwriter for
damages occasioned by its default hereunder.

          10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives by notice given to the Company prior
to delivery of and payment for the Purchased Securities if prior to such time

              (i) trading in the Company's Common Stock shall have been
         suspended by the Commission or the New York Stock Exchange or trading
         in securities generally on the New York Stock Exchange shall have been
         suspended or limited or minimum prices shall have been established on
         such Exchange,

              (ii) a banking moratorium shall have been declared either by
         Federal or New York State authorities or

              (iii) there shall have occurred any outbreak or material
         escalation of major hostilities in which the United States is involved,
         or a declaration of war by the Congress of the United States, or other
         substantial national or international calamity or crisis the effect of
         which on the financial markets of the United States is such as to make
         it, in the judgment of the Representatives, impracticable or
         inadvisable to proceed with the offering

                                       10

         or delivery of the Purchased Securities as contemplated by the Final
         Prospectus.

          11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Purchased Securities. The
provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.

          12. Authority of Representatives; Notice. In all dealings hereunder,
you shall act on behalf of each of the Underwriters, and the parties hereto
shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made by you jointly or by [INSERT
MANAGING UNDERWRITER NAME] on behalf of you as the Representatives.

          All communications hereunder will be in writing and effective only on
receipt, and, if sent to the Representatives, will be mailed, delivered or
telecopied and confirmed to them, at [INSERT MANAGING UNDERWRITER NAME AND
ADDRESS] (telephone: _________; telecopy: ___________) Attention: ___________;
or, if sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at 101 Columbia Road, P.O. Box 4000, Morristown, New Jersey
07962 (telephone: 973-455-5109; telecopy: 973-455-5189) Attention: Assistant
Treasurer.

          13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have rights or obligations hereunder.

          14. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York, without regard to the
choice of laws provisions thereof.

                            [SIGNATURES ON NEXT PAGE]

                                       11

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.

                                                   Very truly yours,

                                                   HONEYWELL INTERNATIONAL INC.

                                                   By:__________________________
                                                   Name:
                                                   Title:

The foregoing Agreement is hereby confirmed and accepted as of the date
specified in Schedule I hereto.

[NAMES OF REPRESENTATIVE UNDERWRITERS]

As Representatives of the Several
Underwriters named in Schedule II
attached hereto.

[NAME OF MANAGING UNDERWRITER]

By:______________________________
Name:
Title:

                                       12

                                   SCHEDULE I

Underwriting Agreement dated [DATE]

Registration Statement Nos. _____________

Representatives:

Closing Date, Time and Location:

Sale, Purchase Price and Description of Purchased Debt
Securities:

     Title:

     Principal amount and currency:

     Purchase price:

     Interest rate

     Interest payment dates:.

     Maturity:

     Sinking fund provisions:

     Bearer or registered:

     Other provisions:

                                       13

                                   SCHEDULE II

                                            Principal Amount
Underwriter                                 of Purchased Securities

                                     ....... $

                                            __________

         Total............................ $

                                       14

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

September 8, 2000

Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962

Ladies and Gentlemen:

         I am Assistant General Counsel, Corporate and Finance, of Honeywell
International Inc., a Delaware corporation (the "Company"). The Company proposes
to issue from time to time in accordance with Rule 415 under the Securities Act
of 1933 up to U.S. $2,000,000,000 aggregate principal amount of debt securities
(the "Debt Securities") or common stock, par value $1.00 per share ("Common
Stock") or preferred stock without par value ("Preferred Stock", and
collectively with Debt Securities and Common Stock, "Securities") pursuant to a
Registration Statement on Form S-3 (the "Registration Statement").

         As counsel for the Company, I have examined such documents, including
the Registration Statement, the Indenture dated as of October 1, 1985 with The
Chase Manhattan Bank as supplemented from time to time (the "Indenture"), 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
issuance of Securities (the "Resolutions"). I have also reviewed such questions
of law as I have considered necessary and appropriate for the purposes of the
opinions set forth below.

         In rendering the opinions set forth below, I have assumed the
authenticity of all documents submitted to me as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to me as copies. I have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding, and enforceable obligations of
such parties. As to questions of fact material to this opinion, I have relied
upon certificates of officers of the Company and of public officials. I have
also assumed that, at the time of the authentication and delivery of Securities,
the Resolutions will not have been modified or rescinded, there will not have
occurred any change in the law affecting the authorization, execution, delivery,
validity or enforceability of such Securities, the Registration Statement will
have been declared effective by the Commission and will continue to be
effective, none of the particular terms of such Securities will violate any
applicable law and neither the issuance and sale thereof nor the compliance by
the Company with the terms thereof will result in a violation of any agreement
or instrument then binding upon the Company or any order of any court or
governmental body having jurisdiction over the Company.

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

         1. With respect to Debt Securities, when the specific terms of a series
of Debt Securities of the Company have been specified in (i) an Officer's
Certificate of the Company which has been executed and delivered to the trustee
by an officer of the Company authorized to do so by the Resolutions, and (ii) if
applicable, in a supplemental indenture, such series of Debt Securities will
have been duly authorized by all requisite corporate action and, when executed
and authenticated as specified in the Indenture and delivered against payment
therefor pursuant to the terms described in the Registration Statement and as
specified by an officer of the Company authorized to do so by the Resolutions,
will constitute valid and binding obligations of the Company, enforceable in
accordance with the terms of such series. This opinion is subject to the
following qualifications and exceptions:

            (a) The opinion is subject to the effect of any applicable
         bankruptcy, insolvency, reorganization, moratorium or other similar law
         of general application affecting creditors' rights.

            (b) The opinion is subject to the effect of general principles of
         equity, including (without limitation) concepts of materiality,
         reasonableness, good faith and fair dealing, and other similar
         doctrines affecting the enforceability of agreements generally
         (regardless of whether considered in a proceeding in equity or at law).

            (c) As of the date of this opinion, a judgment for money in an
         action based on a Debt Security denominated in a foreign currency or
         currency unit in a federal or State court in the United States
         ordinarily would be enforced in the United States only in United States
         dollars. The date used to determine the rate of conversion into United
         States dollars of the foreign currency or currency unit in which a
         particular Debt Security is denominated will depend on various factors,
         including which court renders the judgment. Under Section 27 of the New
         York Judiciary Law, a state court in the State of New York rendering a
         judgment on a Debt Security would be required to render such judgment
         in the foreign currency or currency unit in which such Debt Security is
         denominated, and such judgment would be converted into United States
         dollars at the exchange rate prevailing on the date of entry of the
         judgment.

         2. With respect to shares of Common Stock, when certificates
representing the shares of Common Stock have been duly executed, countersigned,
registered and delivered either (a) in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board or in
accordance with the Resolutions upon payment of the consideration therefor
(which may not be not be less than the par value of the Common Stock) provided
for therein, or (b) upon conversion, exchange or exercise of any other Security
in accordance with the terms thereof or the instrument governing such Security
providing for such conversion, exchange or exercise as approved by the Board or
in accordance with the Resolutions, for the consideration thereby approved
(which may not be not be less than the par value of the Common Stock), the
shares of Common Stock will be duly authorized, validly issued, fully paid and
non-assessable.

         3. With respect to shares of Preferred Stock, when certificates
representing the shares of Preferred Stock have been duly executed,
countersigned, registered and delivered either (a) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by
the Board or in accordance with the Resolutions upon payment of the
consideration provided for therein, or (b) upon conversion, exchange or exercise
of any other Security in accordance with the terms thereof or the instrument
governing such Security providing for such

                                       2

conversion, exchange or exercise as approved by the Board or in accordance with
the Resolutions, for the consideration thereby approved, the shares of Preferred
Stock will be duly authorized, validly issued, fully paid and non-assessable.

         My opinion expressed above is limited to the laws of the State of New
York, 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/ J. Edward Smith
                                            J. Edward Smith
                                            Assistant General Counsel
                                            Corporate and Finance

                                       3

                                                                     Exhibit 12

                          HONEYWELL INTERNATIONAL INC.
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                 (IN MILLIONS)

                                                   SIX MONTHS
                                                      ENDED
                                                     JUNE 30             YEAR ENDED DECEMBER 31
                                                  -------------   -------------------------------------
                                                  2000    1999    1999    1998    1997    1996    1995
                                                  ----    ----    ----    ----    ----    ----    ----
                                                                             
Determination of Earnings:
Income before taxes on income                     1,614   1,442   2,248   2,772   2,419   2,163   1,767
Add (Deduct):
    Amortization of capitalized interest             13      13      25      25      24      23      22
    Fixed charges                                   289     176     362     362     360     352     340
    Equity (income) loss, net of distributions       20      21     (46)    (44)    (58)    (44)    (70)
                                                  -----   -----   -----   -----   -----   -----   -----
        Total earnings, as defined                1,936   1,652   2,589   3,115   2,745   2,494   2,059
                                                  -----   -----   -----   -----   -----   -----   -----
                                                  -----   -----   -----   -----   -----   -----   -----
Fixed Charges:
Rents(a)                                             49      44      97      87      83      84      88
Interest and other financial charges                240     132     265     275     277     268     252
                                                  -----   -----   -----   -----   -----   -----   -----
                                                    289     176     362     362     360     352     340
Capitalized interest                                  9      12      22      25      21      23      21
                                                  -----   -----   -----   -----   -----   -----   -----
        Total fixed charges                         298     188     384     387     381     375     361
                                                  -----   -----   -----   -----   -----   -----   -----
                                                  -----   -----   -----   -----   -----   -----   -----
Ratio of earnings to fixed charges                 6.50    8.79    6.74    8.05    7.20    6.65    5.70
                                                  -----   -----   -----   -----   -----   -----   -----
                                                  -----   -----   -----   -----   -----   -----   -----

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

                                                                    Exhibit 15

September 8, 2000

Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Commissioners:

We are aware that our reports dated May 5, 2000 and July 28, 2000 on our reviews
of interim financial information of Honeywell International Inc. (the "Company")
as of and for the periods ended March 31, 2000 and June 30, 2000 and included
in the Company's quarterly reports on Forms 10-Q for the quarters then ended
are incorporated by reference in its Registration Statement dated September 8,
2000.

Very truly yours,

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

                                                                    Exhibit 23.1

                       Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 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. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Florham Park, New Jersey
September 8, 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-3 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, and to the reference to us under the heading
"Experts" in the prospectus, which is part of such Registration Statement.

/s/ Deloitte & Touche LLP

Parsipanny, New Jersey
September 8, 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 on
Form S-3 or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority 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 on Form S-3 or other appropriate
form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority 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 on Form S-3 or other appropriate
form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority 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 on Form S-3 or other appropriate
form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority to sign the above-described documents.

                                           /s/ Marshall N. Carter
                                           ----------------------------
                                           Marshall N. Carter
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 on Form S-3 or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority 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 on Form S-3 or other appropriate
form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority 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 on Form S-3 or other appropriate form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority 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 on Form S-3 or other appropriate
form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority 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 on Form S-3 or other appropriate
form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority to sign the above-described documents.

                                     /s/ Russell E. Palmer
                                     ------------------------
                                     Russell E. Palmer
Dated:  December 3, 1999

                                POWER OF ATTORNEY

         I, Jaime 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 on Form S-3 or other appropriate
form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority to sign the above-described documents.

                                           /s/ Jaime Chico Pardo
                                           -----------------------
                                           Jaime Chico Pardo
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 on Form S-3 or other appropriate
form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority to sign the above-described documents.

                                          /s/ Ivan G. Seidenberg
                                          -------------------------
                                          Ivan G. Seidenberg
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 on Form S-3 or other appropriate
form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority 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 on Form S-3 or other appropriate
form for the registration of:

                  (i) debt securities of the Company (which may be convertible
into or exchangeable for or accompanied by warrants to purchase debt or equity
securities of the Company, its subsidiaries, joint ventures or affiliates or
another person or entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or exchanged or
which may be issued upon exercise of such warrants shall not exceed 25,000,000,
as adjusted for stock splits and dividends) with aggregate proceeds not to
exceed $3 billion (or the equivalent thereof in any foreign currency), including
any accompanying warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;

                  (ii) preferred stock of the Company (which may be convertible
into or redeemable or exchangeable for Common Stock or other securities or
property of the Company) with proceeds not to exceed $500 million;

                  (iii) debt securities, Common Stock or preferred stock of the
Company or warrants to purchase such securities to be issued in exchange for
debt or equity securities of the Company, its subsidiaries, joint ventures or
affiliates with an aggregate principal amount, liquidation preference or value
not to exceed $815,740,000;

                  (iv) any securities into or for which any of the securities
specified in clauses (i), (ii) or (iii) are convertible or exchangeable or which
may be issued upon exercise thereof; and

                  (v) shares of Common Stock of the Company sold or otherwise
disposed of to carry out transactions (a) which have been specifically
authorized by the Board of Directors, and any warrants to purchase such shares,
or (b) not requiring specific authorization by the Board of Directors (not to
exceed in any one transaction the lesser of (1) two percent of the Common Stock
of the Company issued and outstanding at the end of the preceding fiscal year,
as adjusted for stock splits and stock dividends, or (2) shares having a market
value of $200,000,000), and any warrants to purchase such shares.

         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
the extent that they confer authority to sign the above-described documents.

                                      /s/ Michael W. Wright
                                      -------------------------
                                      Michael W. Wright
Dated:  December 3, 1999

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ----------------------------------------

                            THE CHASE MANHATTAN BANK
               (Exact name of trustee as specified in its charter)

                                                            
New York                                                       13-4994650
(State of incorporation                                  (I.R.S. employer
if not a national bank)                               identification No.)

270 Park Avenue
New York, New York                                                  10017
(Address of principal executive offices)                       (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                  --------------------------------------------
                          HONEYWELL INTERNATIONAL INC.
               (Exact name of obligor 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
Morristown, New Jersey (973)455-2000                            07962-2497
(Address of principal executive offices)                        (Zip Code)

                  --------------------------------------------
                                 Debt Securities
                       (Title of the indenture securities)

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

                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a) Name and address of each examining or supervising authority to
which it is subject.

             New York State Banking Department, State House, Albany, New York
             12110.

             Board of Governors of the Federal Reserve System, Washington,
             D.C., 20551

             Federal Reserve Bank of New York, District No. 2, 33 Liberty
             Street, New York, N.Y.

             Federal Deposit Insurance Corporation, Washington, D.C., 20429.

         (b) Whether it is authorized to exercise corporate trust powers.

              Yes.

Item 2.  Affiliations with the Obligor.

         If the obligor is an affiliate of the trustee, describe each such
         affiliation.

         None.

                                      -2-

Item 16. List of Exhibits

           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

           7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

           8. Not applicable.

           9. Not applicable.

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30th day of August, 2000.

                                              THE CHASE MANHATTAN BANK

                                              By /s/ Ronald J. Halleran
                                                 ---------------------------
                                                     Ronald J. Halleran
                                                     Assistant Vice President

                                      -3-

                              Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business June 30, 2000, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.

                                                                                      
                                                                                    Dollar Amounts
                     ASSETS                                                           in Millions
Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ..............................................................    $15,412
     Interest-bearing balances ......................................................      4,593
Securities:
Held to maturity securities .........................................................        613
Available for sale securities .......................................................     57,372
Federal funds sold and securities purchased under
     agreements to resell ...........................................................     29,490
Loans and lease financing receivables:
     Loans and leases, net of unearned income ...........................   $142,368
     Less: Allowance for loan and lease losses ..........................      2,227
     Less: Allocated transfer risk reserve ..............................          0
                                                                            --------
     Loans and leases, net of unearned income,
     allowance, and reserve .........................................................    140,141
Trading Assets ......................................................................     48,079
Premises and fixed assets (including capitalized
     leases) ........................................................................      3,447
Other real estate owned .............................................................         27
Investments in unconsolidated subsidiaries and
     associated companies ...........................................................        259
Customers' liability to this bank on acceptances
     outstanding ....................................................................        676
Intangible assets ...................................................................      3,994
Other assets ........................................................................     16,373
                                                                                        --------
TOTAL ASSETS ........................................................................   $320,476
                                                                                        ========

                                       -4-

                                                                                    Dollar Amounts
                                                                                      in Millions
                                                                                      
                                   LIABILITIES
Deposits
     In domestic offices ............................................................   $103,433
     Noninterest-bearing ................................................... $ 42,054
     Interest-bearing ......................................................   61,379
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's .........................................................     92,486
Noninterest-bearing ........................................................ $  5,683
     Interest-bearing ......................................................   86,803

Federal funds purchased and securities sold under agreements
  to repurchase .....................................................................     49,016
Demand notes issued to the U.S. Treasury ............................................        750
Trading liabilities .................................................................     32,878
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases):
     With a remaining maturity of one year or less ..................................      4,298
     With a remaining maturity of more than one year
            through three years .....................................................          0
     With a remaining maturity of more than three years .............................         97
Bank's liability on acceptances executed and outstanding ............................        676
Subordinated notes and debentures ...................................................      5,430
Other liabilities ...................................................................     12,129

TOTAL LIABILITIES ...................................................................    301,193

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus ........................................         0
Common stock .........................................................................     1,211
Surplus (exclude all surplus related to preferred stock) .............................    11,066
Undivided profits and capital reserves ...............................................     8,165
Net unrealized holding gains (losses)
  on available-for-sale securities ...................................................    (1,175)
Accumulated net gains (losses) on cash flow hedges ...................................         0
Cumulative foreign currency translation adjustments ..................................        16
TOTAL EQUITY CAPITAL .................................................................    19,283
                                                                                        ---------
TOTAL LIABILITIES AND EQUITY CAPITAL .................................................   $320,476
                                                                                        =========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of
the Report of Condition (including the supporting schedules)
for this report date and declare that it has been examined
by us, and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true and
correct.

                                    WILLIAM B. HARRISON, JR. )
                                    JOHN R. STAFFORD         )DIRECTORS
                                    M. ANTHONY BURNS         )

                                      -5-