SEC Form 3 
FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 	  
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1. Name and Address of Reporting Person*
FRADIN ROGER	

(Last)	(First)	(Middle)	
MSC INDUSTRIAL DIRECT CO INC	
75 MAXESS RD	

(Street) 
MELVILLE	NY	11747	

(City)	(State)	(Zip)	
	2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2004 	3. Issuer Name and Ticker or Trading Symbol 
HONEYWELL INTERNATIONAL INC [ HON ] 		
		4. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
	Director		10% Owner	
X	Officer (give title below)		Other (specify below)	
President and CEO/ACS	
	5. If Amendment, Date of Original Filed (Month/Day/Year)				
			6. Individual or Joint/Group Filing (Check Applicable Line) 
X	Form filed by One Reporting Person	
	Form filed by More than One Reporting Person	
	
Table I - Non-Derivative Securities Beneficially Owned	
1. Title of Security (Instr. 4) 	2. Amount of Securities Beneficially Owned (Instr. 4) 	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 	4. Nature of Indirect Beneficial Ownership (Instr. 5) 	
Common Stock	106,348	D		
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 	
1. Title of Derivative Security (Instr. 4) 	2. Date Exercisable and Expiration Date (Month/Day/Year)	3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 	4. Conversion or Exercise Price of Derivative Security 	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 	6. Nature of Indirect Beneficial Ownership (Instr. 5) 	
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares				
Employee Stock Options (right to buy)	(1) 	03/23/2010	Common Stock	23,750	47.85	D		
Employee Stock Options (right to buy)	(2) 	07/09/2010	Common Stock	15,000	34.54	D		
Employee Stock Options (right to buy)	(3) 	07/15/2011	Common Stock	67,000	36.27	D		
Employee Stock Options (right to buy)	(4) 	07/28/2012	Common Stock	75,000	32.43	D		
Employee Stock Options (right to buy)	(5) 	02/06/2013	Common Stock	75,000	23.93	D		
Explanation of Responses:	
1. The options became exercisable over three years in the amounts of 40%/30%/30% beginning on the first anniversary of the 03/24/2000 grant date.	
2. The options became exercisable over three years in the amounts of 40%/30%/30% beginning on the first anniversary of the 07/10/2000 grant date.	
3. The options became exercisable over three years in the amounts of 40%/30%/30% beginning on the January 1 following the 07/16/2001 grant date.	
4. The options become 100% exercisable on the third anniversary of the 07/29/2002 grant date.	
5. The options become exercisable over three years in the amounts of 40%/30%/30% beginning on the January 1 following the 02/07/2003 grant date.	
	Gail E. Lehman for Roger Fradin	01/15/2004	
	** Signature of Reporting Person	Date	
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).	
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.	

                              CONFIRMING STATEMENT

         This Statement confirms that the undersigned, Roger B. Fradin, has
authorized and designated each of Peter M. Kreindler, Thomas F. Larkins, Gail E.
Lehman or Monique C. Edwards (the "Designees") to execute and file on the
undersigned's behalf all Forms 3, 4 and 5 (including any amendments thereto)
that the undersigned may be required to file with the U.S. Securities and
Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of Honeywell International Inc. The authority of the
Designees under this Statement shall continue until the undersigned is no longer
required to file Forms 4 and 5 with regard to the undersigned's ownership of or
transactions in securities of Honeywell International Inc., unless earlier
revoked in writing. The undersigned acknowledges that the Designees are not
assuming any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

Date: 1/7/2004

/s/ Roger B. Fradin
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  Roger B. Fradin