November 18, 2005

Via Mail and Fax

Mr. David M. Cote
Chief Executive Officer
Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962-2245

	RE: 	Honeywell International Inc.
		Form 10-K: For the Year Ended December 31, 2004
		Form 10-Q: For the Quarter Ended September 30, 2005
		File Number: 001-08974

Dear Mr. Cote:

	We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only the
financial
statements and related disclosures and do not intend to expand our
review to other portions of your filings.  Where indicated, we
believe you should revise your future filings in response to these
comments.  If you disagree, we will consider your explanation as
to
why a comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filings.  We look forward to
working
with you in these respects and welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.


Form 10-K: For the Year Ended December 31, 2004

Management`s Discussion and Analysis ..., page 15
Critical Accounting Policies, page 18
1. It appears for the most part that the disclosure here provides
information that is already available in the notes to the
financial
statements.  Your disclosure here should provide greater insight
into
the quality, sensitivity and variability regarding all key
assumptions, judgments, uncertainties and estimates that have or
may
materially affect financial condition and operating performance.
Your disclosure should be explicit as to which of these factors
identified here and in your notes to the financial statements are
most sensitive to change with a material effect on your financial
statements and that have caused or may cause material differences
between estimated amounts and actual results.  To the extent
practicable and meaningful, you should provide quantitative
disclosure of these factors.  Your disclosure here in regard to
the
expected rate of return and discount rate associated with defined
benefit pension plans is an example of this.  Refer to Section V
of
FR-72 for further guidance.  Please revise as indicated.  Provide
us
with a copy of your intended disclosure.

Aerospace Customer Incentives, page 21

2. Please provide us with an analysis of the components of the
customer incentives capitalized for 2004 and 2003.  As part of
your
analysis, identify the party that received the incentive, identify
the incentive provided to the customer, quantify the value
attributed
to the incentive, identify the aircraft to which the incentive
relates, and tell us the date in which you were contractually
selected as the source provider.

3. Please identify in future filings the significant projects
underlying the capitalized consumer incentives.  In addition,
discuss
the approximate time frame between the capitalization of the
customer
incentive and the initial generation of cash flows.

4. Please clarify the reason why you provide sales incentives to
both
commercial aircraft manufacturers and airlines, and not solely the
manufacturers.  In addition, explain to us when you would provide
the
incentive to one and not the other, and tell us whether you would
ever provide a sales incentive to both for the same type of
aircraft.

Notes to Financial Statements, page 47
Note 17 - Financial Instruments, page 66
Commodity Price Risk Management, page 67

5. We note your disclosure about the use of long term contracts
with
suppliers and purchase agreements for commodities but could not
locate related disclosures in accordance with paragraph 7 of FAS
47.
Please advise or revise accordingly.

Note 31 - Commitments and Contingencies, page 71

6. Please tell us and clearly disclose in future filings the
respective liabilities accrued for NARCO and Bendix at each period
ended date.

7. In regard to asbestos matters, please tell us and disclose in
future filings if there are any disputes with insurance carriers
in
regard to coverage and/or the amount expected to be recovered.

8. In future filings please consider including a table in
appropriate
detail each for environmental and asbestos matters so that the
changes between period ended dates is transparent.  Refer to the
tables you disclose in your documents for repositioning accruals
and
warranties and guaranties as examples.  Also, consider including
separate sections for NARCO and Bendix in the table for asbestos
matters for further transparency of these matters.  Provide us
with a
copy of your intended disclosure for the period January 1, 2004 to
September 20, 2005.

Form 10-Q: For the Quarter Ended September 30, 2005

Notes to Financial Statements, page 6
Note 4, page 7

9. In regard to the Novar acquisition, please disclose the factors
that contributed to a purchase price that resulted in recognition
of
goodwill, in accordance with paragraph 51(b) of FAS 141.

10. Please tell us, and disclose as appropriate, the basis for
allocating the purchase price to the assets to be disposed in the
Novar acquisition.  Provide us with your analysis in appropriate
detail that shows how the amounts were determined.  Refer to
paragraphs 37.d(2) of FAS 141 and 34 of FAS 144 for guidance.

11. We note that over half of the assets acquired in the Novar
acquisition are to be disposed, but the amount of goodwill
attributed
to the assets to be disposed is less than half of the goodwill
recognized in the acquisition.  Please explain to us in
appropriate
detail how you determined the amount of goodwill attributable to
the
assets to be held and disposed.

Note 15. Commitments and Contingencies, page 18
Asbestos Matters, page 21
Friction Products, page 23

12. Please explain to us why you have entered into structured
insurance settlements, and explain to us the basis for recording a
gain of approximately $160 million during the nine months ended
September 30, 2005, as disclosed on page 25.  As part of your
response, tell us how the gain was calculated, the costs and
recoveries that were previously recorded related to the converted
policies, and the basis for the amounts that were previously
recorded.  In addition, tell us where you recorded the gain on
your
financial statements and the reason your presentation is
appropriate.

13. We note on page 25 the $131 million in write offs of certain
amounts due from insurance carriers during the nine months ended
September 30, 2005.  Please tell us the facts and circumstances
associated with these write offs, and the basis for the timing of
such write offs.  Provide us with a schedule detailing for each
affected insurer the amount written off and whether or not any
balance remains to be collected.  Tell us where you recorded the
write offs on your financial statements and the reason your
presentation is appropriate.  Additionally, explain to us your
assessment of the $384 million receivable from insurers at
September
30, 2005 and the basis for why you believe that the amount is
probable of collection.  Tell us the amount of any solvency
reserve
against this receivable and how such was determined.

14. For the amounts disclosed in the last paragraph on page 25 and
in
the first paragraph on page 26, please tell us how you accounted
for
each amount.  Of these amounts, tell us the gross components
comprising each amount and show separately the amounts each for
NARCO
and Bendix.

Management`s Discussion and Analysis ..., page 29

15. Please tell us, and disclose as appropriate, the expected
impacts
of the President`s previously announced proposed 2006 budget cuts
in
regard to your military and other affected federal government
programs.


		We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings to be certain that
the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosures in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	Please file your response to our comments via EDGAR within 10
business days from the date of this letter.  You may contact Doug
Jones at 202-551-3309 or me at 202-551-3812 with any questions.

	Sincerely,



	Michael Fay
	Accounting Branch Chief

cc: Mr. David J. Anderson, Chief Financial Officer (via facsimile
at 973-455-3821)