SecProbe.io

August 20, 2010
  David J. Anderson Chief Financial Officer Honeywell International Inc. 101 Columbia Road Morris Township, New Jersey 07962

Re: Honeywell International Inc.
 Form 10-K:  For the fiscal year ended December 31, 2009  Filed February 12, 2010  Form 10-Q:  For the quarterly period ended June 30, 2010  Filed July 23, 2010  File No. 001-08974

Dear Mr. Anderson:

We have reviewed your response letter dated July 1, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within 10 business days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.             Form 10-K:  For the fiscal  year ended December 31, 2009

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Consolidated Results of Operations, page 22

1. Please refer to your response to our prior co mment two.  We have reviewed the proposed
disclosure regarding your company’s conso lidated results, and it appears that the
concerns raised in our prior comm ent could be more fully addressed.  For example, in
your proposed disclosure, you only quantify the impact that the decline in direct material
costs had on fiscal year 2009 c onsolidated “cost of products a nd services sold.”  In this
regard, you do not quantify how much of the remaining $2.0 billion decline in cost of

David J. Anderson Honeywell International Inc.
August 20, 2010 Page 2

products and services sold relate d to (i) fluctuations in labo r costs (or the specific factors
impacting labor costs, such as lower incentive compensation), (ii) the impact of indirect
cost savings initiatives, and (iii) lower repositioning charges.  In addition, you do not
quantify the absolute impact that (a) similar factors and/or (b) variances in similar costs
(e.g., labor costs) have had on your reported sell ing, general, and administrative expense.
Quantification of all material factors cited here and else where in your MD&A analysis
enables investors to understand the magnitude and relative impact of  each on operations
and results.  Please expand your disclosure to quantify the absolute im pact of all factors
that materially impacted your consolidated results.  Please provide your proposed expanded disclosure as part of your response.
2. Refer to the gross margin portion of the propos ed revised disclosure provided in response
to prior comment.  Please explain to us why th e decrease in direct material costs indicated
therein is “estimated.”   Also, with regard to the lower gross margin percentages in the
Transportation Systems and Aerospace segmen ts, it is not completely clear why they
decreased when there was a decr ease in direct material costs and cost savings initiatives
were in effect – that is, why the affected costs did not decrease on a proportional basis
commensurate with the lower sales experien ced such that margins were negatively
impacted.  Please revise to explai n more fully as appropriate.
 Review of Business Segments, page 26

3. Please refer to the proposed disclosure provi ded in your response to our prior comment
two, as well as the MD&A disclosure include d in your Form 10-Q for quarterly period
ended June 30, 2010.  It appears that you may not have adequately quantified the impact
of various factors on the revenue earned by your business segments.  In particular, we note that when you discuss changes in sales by product or service type, you oftentimes do not quantify the amount of the applicable sale s or the absolute change in sales for the
identified product or service type.  For example, we note that in your proposed disclosure, you do not quantify th e specific amount or impact of  the declines in sales of
“Products” and/or “Solutions” within the Automation and Co ntrol Solutions business.
Furthermore, you do not quantify the extent to  which each business’s sales were impacted
by the factors referenced in your proposed disclosure (e.g., the lower sales volume and
unfavorable impact of forei gn exchange experienced by your Product business).  Please
revise your disclosure to fully quantify th e respective sales of each product or service
type identified, as well as the impact of th e factors that have materially impacted the
results of your business segments, so that investors may understand their relative magnitude.  With regard to your Aerospace business segment, ensure that the identified factors impacting your sales to each customer  end-market have been quantified.  Please
provide your proposed expanded disclosu re as part of your response.
4. With regard to the table of Aerospace Re venues by “Customer End-Markets” on page 36
of the Form 10-Q for the quarterly period ended June 30, 2010, please explain to us how
the amounts in the “% change” column th roughout the table were computed.  For
example, “air transport and regi onal original equipment” sales as a percentage of total
Aerospace sales are indicated to be 14% (or $370.58) and 12% (or $326.28) for the three

David J. Anderson Honeywell International Inc.
August 20, 2010 Page 3

months ended 2010 and 2009, respectively, and 13% (or $669.89) and 13% (or $712.14) for the six months ended 2010 and 2009, respectiv ely.  The respective percentage change
represented by these amounts are 13.6% and ( 5.9), whereas the table indicates 8% and
(5)%, respectively.  We note si milar variations for each line item except for the “Total”
line.
5. We have reviewed your response to our prior comment three, the related proposed disclosure that was included in your re sponse to our prior comment two, and the
disclosure included in your Form 10-Q for the quarterly period ended June 30, 2010.  In
this regard, we do not believe that you have  adequately discussed the costs incurred by
your business segments.  We note that in your proposed disclo sure, you quantify the
estimated variance in direct material co sts incurred by your Automation and Control
Solutions business.  Similarly, in the Form  10-Q, you quantify the change in costs of
goods sold for each segment.  However, the disclosures that you have proposed and included in the Form 10-Q do not quantify th e actual costs of goods sold recognized in
each comparable reporting period, nor do the disclosures quantify the variances in individually material costs th at (i) are aggregated within cost of goods sold (e.g., labor
costs) or (ii) are aggregated within selling, ge neral and administrative.  In this regard, it
would appear that several types of costs are included in each of these major cost
categories.

In order to enhance your overall discussion of  segment costs, we be lieve that you should
revise your disclosure  to (i) include tables that identify, quantify, and present all
individually material costs incurred by each of  your segments and (ii) provide a narrative
discussion of the items presented in those tabl es.  In this regard, we believe that such
revisions may also allow reader s of your financial statements to better analyze changes in
segment profit relative to changes in segment re venue, as readers will be able to better
assess and evaluate the significan ce of costs that do not fluctu ate directly with changes in
sales volume (e.g., fixed and semi-fixed cost s), as well as the changes thereto.  Please
revise your disclosure acco rdingly, or advise.  Please provide your proposed expanded
disclosure as part of  your response.
6. Please refer to our prior comment four.  It is not clear to us  that your disclosure in the
Form 10-Q for the quarterly period ended June  30, 2010, as referenced in your response,
provides an analysis of the relative factors (i.e., on a weighted basis) which drive
variances in the gross profit marg in percentage realized by each segment.  Please advise.
In addition, if the change to a segment’s pr ofit is materially disproportionate to the
change in that segment’s revenue, and the underlying reason is not apparent from your
disclosure regarding the segment’s gross pr ofit margin percentage, we believe that
additional disclosure may be warranted.  Fo r example, we note that segment profit for
Transportation Systems increased by 859% for the six-months period ended June 30, 2010, as compared to the period ended J une 30, 2009, although segment revenue only
increased by 31%.  Please revise your disclo sure accordingly or advise.  Please provide
your proposed expanded disclosure as  part of your response.

David J. Anderson Honeywell International Inc.
August 20, 2010 Page 4

Liquidity and Capital Resources

 Cash Flow Summary, page 37

7. Refer to your response to our prior comment five and the intended revised disclosure
therein.  Please ensure that your analysis  and discussion of cash provided by operating
activities addresses a substantial portion of th e change thereto.  In this regard, we note
that the factors cited in your proposed disc losure aggregate to $417 million.  However,
the change in cash provided by operating activities was only $155 million, leaving $262
million in offsetting decreases unexplained.

Additionally, we note your continued referen ce to decreased earnings, as well as the
reference to “cash earnings (net income pl us non-cash expenses)” in the June 30, 2010
Form 10-Q.  We continue to believe that re ferences to earnings recognized on the accrual
basis of accounting do not provide a sufficient basis for an investor to fully understand
changes in cash provided by operating activities in terms of cash.  Also, in this regard,
“cash earnings” does not appear to represent mo re than what is already presented in the
“Cash flows from operating activities” section of the statement of cash flows.  Furthermore, it is not clear whether and to wh at extent adjustments have been made for
non-cash revenue items in deriving such a meas ure.  Lastly, it is not clear from your
disclosure that “cash ear nings,” in its present context, satisfies the requirements of Item
10(e) of Regulation S-K with respect to non- GAAP measures included in filings with the
Commission.

Please (i) revise your disclosure  to address the items indicated  above and (ii) conform the
disclosure to more fully and clearly discuss items in terms of cash.  Please provide your
proposed expanded disclosure as part of your response.
 Contractual Obligations and Proba ble Liability Payments, page 40

8. We believe that it may be meaningful to include certain information provided in your
response to our prior comment seven in footnotes to your table of “contractual
obligations and probable liability payments.”  For example, if the expected payments for NARCO related claims are not made prior to the end of fiscal year  2010 and are included
in your contractual obligations table in fu ture filings, we believe that it may be
appropriate to provide a footnot e that briefly explains the nature, timing, and effect of
such payments on the particular reporting period in which the cas h distributions are
expected to be made.  In addition, we believe it may be appropriate fo r you to specifically
disclose that you have assumed the collection of  “probable insurance r ecoveries [that] are
not subject to concluded settlement agreem ents, but instead are covered by insurance
policies,” will not occur until subsequent 2014.  In this regard, we note that such disclosure would highlight th e fact that the timing and am ounts of such collections may
be less assured.  Please revise your disclosure accordingly or advise.

David J. Anderson Honeywell International Inc.
August 20, 2010 Page 5

Item 8. Financial Statements and Supplentary Data

 Notes to Financial Statements

 Note 6 – Income Taxes, page 66

9. Refer to your response to our prior comment  ten.  While we acknowledge that both your
MD&A disclosure and footnote disclosure addr ess the fact that lower foreign income tax
rates have contributed to an effective income  tax rate below the U.S. statutory tax rate,
we also note that the effectiv e rate at which your fiscal year 2008 foreign income was
taxed was significantly lower than the effec tive rate at which your fiscal year 2007 and
fiscal year 2009 foreign income was taxed.  In this regard, we specifically note that
general disclosures regarding the lower tax ra tes realized in forei gn jurisdictions do not
explain why your fiscal year 2008 foreign income tax expense was lower than your fiscal
year 2007 foreign income tax expense, although fiscal year 2008 pre-tax foreign income
was approximately 45% higher than fiscal year 2007 foreign pre-tax income.  Since
foreign income tax expense is a material component of your overall tax expense and consolidated effective tax rate, we believe some reas onable amount of commentary
should be provided with regard to the reas on(s) that income generated in foreign
jurisdictions was taxed at a lower rate in  2008 than in 2007, and apparently also at a
lower rate than in 2009.  Please expand your f ootnote disclosure to identify any material
factors that directly impacted your fiscal ye ar 2008 foreign tax expense and effective tax
rate.  In addition, please provide your propos ed expanded disclosure as part of your
response.
 Form 10-Q:  For the quarter ly period ended June 30, 2010

 Item 1. Financial Statements

 Notes to Financial Statements (Unaudited)

 Note 15 – Commitment and Contingencies

 Asbestos Matters, page 24

10. Refer to the table on page 29 of your filing, wh ich presents the balance sheet accounts in
which you have recorded your estimated asbestos  liabilities.  Please te ll us and disclose
the factors or circumstances that resulted in the apparent reclassifi cation of a material
portion of the estimated short-term liabil ity balance at December 31, 2009 to the long-
term liability account at June 30, 2010.

David J. Anderson Honeywell International Inc. August 20, 2010 Page 6

You may contact Jeffrey S ears at 202-551-3302 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please contact me at 202-551-3380 w ith any other questions.

Sincerely,
      Lyn Shenk
Branch Chief