SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ANDERSON DAVID J (Last) (First) (Middle) C/O ITT INDUSTRIES INC 4 W RED OAK LN (Street) WHITE PLAINS NY 10604 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HONEYWELL INTERNATIONAL INC [ HON ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 07/25/2003
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Units	$1	07/25/2003		A(1)		24,750		07/25/2007	07/25/2007	Common Stock	24,750	$0	24,750	D
Restricted Units	$1	07/25/2003		A(1)		24,750		07/01/2008	07/01/2008	Common Stock	24,750	$0	24,750	D
Restricted Units	$1	07/25/2003		A(1)		25,500		07/25/2009	07/25/2009	Common Stock	25,500	$0	25,500	D
Restricted Units	$1	07/25/2003		A(1)		24,750		07/25/2006	07/25/2006	Common Stock	24,750	$0	24,750	D
Restricted Units	$1	07/25/2003		A(1)		24,750		07/25/2007	07/25/2007	Common Stock	24,750	$0	24,750	D
Restricted Units	$1	07/25/2003		A(1)		25,500		07/25/2008	07/25/2008	Common Stock	25,500	$0	25,500	D
Employee Options	$28.13	07/25/2003		A(2)		62,000		07/25/2004(2)	07/24/2013	Common Stock	62,000	$0	62,000	D
Employee Options	$28.13	07/25/2003		A(3)		100,000		07/25/2004(3)	07/24/2013	Common Stock	100,000	$0	100,000	D
Employee Options	$28.13	07/25/2003		A(4)		100,000		07/25/2007(4)	07/24/2013	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. Awarded under the Corporation's 2003 Stock Incentive Plan.

2. The Employee Options were granted under the Corporation's 2003 Stock Incentive Plan with 12,400 vesting on 7/25/04, 7/25/05, 7/25/06, 7/25/07 and 7/25/08.

3. The Employee Options were granted under the Corporation's 2003 Stock Incentive Plan with 40,000 vesting on 7/25/04 and 30,000 vesting on each of 7/25/05 and 7/25/06.

4. The Employee Options were granted under the Corporation's 2003 Stock Incentive Plan with 40,000 vesting on 7/25/07 with 40% accelerated if stock price appreciates greater than 25% for 20 consecutive trading days and 30,000 vesting on each 7/25/06 and 7/25/09 with 30% accelerated if stock price appreciates greater than 50% and 75% for 20 consecutive trading days.

	Gail E. Lehman for David J. Anderson	07/31/2003
	** 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 4 (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).
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