SEC Filing | Honeywell International Inc.

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SEC FORM 3 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^*

Brown Adriane M

(Last)

(First)

(Middle)

HONEYWELL INTERNATIONAL INC.

101 COLUMBIA ROAD

(Street)

MORRISTOWN

07962

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2005

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&CE, TS

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	7,200	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	20,000	0⁽²⁾	D
Employee Stock Options (right to buy)	⁽³⁾	12/02/2009	Common Stock	20,000	63	D
Employee Stock Options (right to buy)	⁽³⁾	07/15/2011	Common Stock	60,000	36.27	D
Employee Stock Options (right to buy)	⁽⁴⁾	02/06/2013	Common Stock	30,000	23.93	D
Employee Stock Options (right to buy)	⁽⁵⁾	02/05/2014	Common Stock	30,000	36.65	D

Explanation of Responses:

1. The Restricted Stock Units were granted under the Corporation's 2003 Stock Incentive Plan with 6,600 vesting each on 7/17/06 and 7/17/08 and 6,800 vesting on 7/17/2010.

2. Instrument converts to common stock on a one-for-one basis.

3. The Employee Stock Options were granted under the Corporation's 1993 Stock Plan and are fully vested.

4. The Employee Stock Options were granted under the Corporation's 1993 Stock plan with 12,000 vested on 1/1/04 and 9,000 each vesting on 1/1/05 and 1/1/06.

5. The Employee Stock Options were granted under the Corporation's 2003 Stock Plan with 12,000 vested on 1/1/05 and 9,000 vesting each on 1/1/06 and 1/1/07.

	Gail E. Lehman for Adriane M. Brown	01/18/2005
	** 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, Adriane M. Brown, 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:  January 10, 2005

                                           /s/ Adriane M. Brown
                                           ---------------------
                                           Adriane M. Brown