SecProbe.io

Mail Stop 3561
        July 29, 2008  Via Fax & U.S. Mail

 Mr. David J. Anderson Chief Financial Officer 101 Columbia Road Morris Township, New Jersey 07962

Re: Honeywell International Inc.
 Form 10-K for the year ended December 31, 2007
Filed February 15, 2008
 File No. 001-08974

Dear Mr. Anderson:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on 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.  Af ter reviewing this
information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
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.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.
  Form 10-K for the year ended December 31, 2007

Part I, page 1

Item 1A.  Risk Factors, page 10

Mr. David J. Anderson
Honeywell International Inc.
July 29, 2008 Page 2

1. In future filings, please remove the re ferences in your first paragraph that you
discuss some, but not all of the significant ri sk factors or revise to clarify that you
have discussed all known material risks.

Definitive Proxy Statement on Schedule 14A

 Annual Incentive Bonus, page 25

2. We note your disclosure on page 26 th at the EPS component of the annual
incentive bonus pool is subject to adju stment based on the company’s relative
EPS growth performance versus a 33-company peer group.  In future filings, please identify the companies in this peer  group and disclose the degree to which
the Management Development and Compensation Committee considered such companies comparable to you.  Refer to It em 402(b)(2)(xiv) of Regulation S-K.
 Stock Options, page 31

3. We note that your Chief Executive Officer, Mr. David Cote, is eligible for annual
equity awards based on a target value of  230% of the sum of his current base
salary and annual incentive bonus target.  In future filings, please disclose all
performance targets that must be achieve d in order for Mr. Cote to earn annual
option grants.  Please include qualitative a nd quantitative disclosure regarding the
determination of targets and targets actual ly reached.  Please note that qualitative
goals generally need to be presented to  conform to the requirements of Item
402(b)(2)(v) of Regulation S-K.  To the exte nt you believe that disclosure of the
targets is not required because it would result in competitive harm such that the targets could be excluded under Instructi on 4 to Item 402(b) of Regulation S-K,
please provide us with a detailed  explanation for such conclusion.   Please also
note that to the extent that you have an appropriate basis for omitting the specific targets, you must  discuss how difficult it would be for the named executive
officers or how likely it will be for you to achieve the undisclosed  target levels or
other factors.  General statements rega rding the level of difficulty, or ease,
associated with achieving performance goals  either corporately or individually are
not sufficient.
 Statement of Shareowners’ Equity, page 50

4. We note the presentation of a reclassification to equity of oblig ations settled in
stock as an increase to APIC on the st atement of shareowners’ equity.  Please
explain to us the nature of the obligations  that were settled in  stock and tell us
how you valued the stock issu ed for these obligations.

Mr. David J. Anderson
Honeywell International Inc.
July 29, 2008 Page 3

Notes to the Financial Statements

– General

5. We note from your disclosure in Note 8 that that you have recorded an allowance
for doubtful accounts.  In light of th e significant of your accounts receivable
balance to total assets as of Decembe r 31, 2007 and 2006, please revise the notes
to the financial statements in future filings to include a description of the accounting policies and methodology used to  estimate the allowance for doubtful
accounts, the policy for chargi ng off uncollectible loans and trade receivables, and
the policy for determining past due or de linquency status (i.e., whether past due
status is based on how recently payments  have been received or contractual
terms).  See paragraphs 13a-c of SOP 01-6.
 Note 1. Summary of Significant Accounting Policies

 – Aerospace Sales Incentives, page 53

6. We note your disclosure that you provide sa les incentives to commercial aircraft
manufacturers and airlines including free or deeply discounted products, credits
for future purchases of product and upfront cash payments and you expense these costs as provided.  Please tell us in further detail how your accounting treatment
of these costs complies with EITF 01-09.  As  part of your response, please tell us
the amount of upfront cash incentives expe nsed for the year ended December 31,
2007 and 2006 and tell us the total amount of  sales incentives expensed for the
year ended December 31, 2007 and 2006.  As  part of your response you should
explain why your reflection of upfront cas h incentives as an “expense” in your
financial statements, rather than as a re duction of revenue is appropriate and in
accordance with the guidance in EITF 01-9.
 Note 3. Repositioning and Other Charges, page 60

7. We note from your disclosure that in 2007 you recognized repositioning charges
totaling $209 million for severance, asset impairments and exit costs.  Please revise future filings to include disclosu re of the total amount expected to be
incurred in connection with  the activity, the amount incurred in the period, and
the cumulative amount incurred to date for each major type of cost associated
with the repositioning activities. Also, for each reportable segment, your disclosure should include the total amount of costs expected to be incurred in
connection with the activity, the amount incurred in the period, and the cumulative amount incurred to da te, net of any adjustments to the liability with an
explanation of the reason(s ) therefore.  See paragraph 20 of SFAS No. 146.

Mr. David J. Anderson
Honeywell International Inc.
July 29, 2008 Page 4

Note 21. Commitments and Contingencies

Refractory Products, page 83

8. We note from the disclosure in the last  paragraph on page 84 that the Travelers
Casualty and Insurance Company has file d a lawsuit against Honeywell and other
insurance carriers disputing obligations for NARCO-related asbestos claims under
high excess insurance coverage issued by Travelers and other insurance carriers.
We also note that approximately $340 million of coverage under these policies is
included in the Company’s NARCO-related insurance receivable at December 31,
2007. Given that Travelers’ is disputing their obligations with regard to receivables aggregating approximate ly $340 million at December 31, 2007 and
this matter is currently th e subject of pending litigati on, please tell us and explain
in detail in your future filings why you belie ve that realization of these claims for
recovery is probable, and the related receivables will be realized or collected as required by paragraph .140 of SOP 96-1.  Pl ease note that as outlined in paragraph
.140 of SOP 96-1, when claims are subj ect to pending litigation, a rebuttable
presumption exists that real ization of the claim is not  probable and therefore a
related receivable should not be record ed. We may have further comment upon
review of your response.
 Quarterly Report on Form 10-Q for the Quarter ended June 30, 2008

Note 3. Acquisitions  and Divestitures

9. We note the disclosure in Note 3 indicating that the Company entered into a
definitive agreement to sell its Consumables Solutions business to B/E Aerospace for $1.05 billion in June 2008. We also note from the disclosure in Note 3 that in connection with the completion of the sa le, the Company and B/E will enter into
exclusive supply and license agreements. Pl ease tell us and clar ify in your future
disclosures how the exclusive supply and li cense agreements to be entered into
with B/E in connection with the sale transaction will be considered in determining
the amount of any gain or loss to be rec ognized on the transaction. As part of your
response, please indicate whether any porti on of the sales proceeds are expected
to be allocated to these ex clusive supply and license ag reements. If not, please
explain why.

********
   We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. David J. Anderson
Honeywell International Inc. July 29, 2008 Page 5

 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 disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the fina ncial statements and relate d matters.  Please contact
Michelle Lacko at (202) 551-3240 with any other questions.  If you need further
assistance, you may cont act me at (202) 551-3813.

Sincerely,

Linda Cvrkel Branch Chief
   VIA FACSIMILE (973) 455-6904 Ms. Talia Griep, Controller