SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549- 5546

       DIVISION OF
CORPORATION FINANCE

Mail Stop 5546         June 27, 2007

Via Facsimile ( 973) 455- 4002 and US Mail

David M. Cote       Chief Executive Officer
Honeywell  International Inc.
101 Columbia Road Morris Township, New Jersey   07962

 Re: Honeywell International  Inc.
  Form 10- K for the Fis cal Year Ended December 31, 2006
Filed February 16, 2007
   File No. 1- 8974

Dear Mr. Cote:

We have limited our review of the above filing to disclosures relating to your contacts with
countries that have been identified as state sponsors of terrorism, and we will make no further review of the filing.  Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues.  At this juncture, unless otherwise directed, we are asking you to provide us with supplemental information so that we may better understand your disclosure.  Please be as detailed as necessary in yo ur response.  After reviewing this information,
we may raise additional comments.

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

1. We note from public media reports and your website that you may have operations associated with Iran, Sudan and Syria.  Iran, Sudan and Syria are identified as state sponsors of terrorism by the State Department and subject to sanctions administered b y the Commerce
Department’s Bureau of Industry and Security and the Treasury Department’s Office of
General

David M. Cote
Honeywell International Inc.
Page 2

Foreign Assets Control.  Your Form 10- K does not contain disclosure of activities associated
with Iran, Sudan or Syria.  Please describe your current, past and anticipated contacts or
operations in or with Iran, Sudan and Syria, including through affiliates and other direct and indirect arrangements.  Tell us whether and explain the extent to which the governments of Iran, Sudan and Syria, or entities control led by them, receive financing or act as
intermediaries in connection with any such operations.
2. Discuss the materiality to you of the operations and contacts described in your response to the foregoing comment, in light of the countries’ status as state sp onsors of terrorism.  Please
also discuss whether the operations or contacts constitute a material investment risk to your security holders.
3. Your materiality analysis should address materiality in quantitative terms, including the approximate dollar a mount of your revenues, assets and liabilities associated with Iran,
Sudan and Syria.  Please also address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential  impact of corporate activities upon a company’s reputation and share value.

We note , for example,  that Arizona and Louisiana have adopted legislation requiring their
state retirement systems to prepare reports regarding state pension fund assets invested in, and/or permitting divestment of state pension fund assets from, companies that do business with countries identified a s state sponsors of terrorism.  The Missouri Investment Trust has
established an equity fund for the investment of certain state -held monies that screens out
stocks of companies that do business with U.S.- designated state sponsors of terrorism.
Vermont’s Pension Investment Committee has adopted a resolution restricting investments from companies and governme nts linked to terrorist activities, and those restrictions cover
Iran.  States including Co nnecticut, Maine, New Jersey , Oregon and Florida have adopted
legislation requiring reporting of interests in, or divestment from, companies that do business with Sudan, and similar legisla tion has been proposed by several other states.
Harvard University, Yale University, Stanford University, and other educational institutions have adopted policies prohibiting investment in, and/or requiring divestment from, companies that do business with Sudan.  Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have  operations associated with Iran, Sudan and Syria.

Please respond to these comments within 10 business days or tell us when you will provide
us with a response.  Please understand that we may have additional comments after reviewing your responses to our comments.  Please file your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing  include s all information required under the Exchange Act of
1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to the

David M. Cote
Honeywell International Inc.
Page 3

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 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 a dvised 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 filing s or in
response to our comments on your filing s.
  Please contact James Lopez at (202) 551 -3536 if you have any questions about the
comments or our review.  You may also contact me at (202) 551- 3470.
          Sincerely,
           Cecilia D. Blye, Chief
        Office of Global Security Risk
  cc:  Max Webb
  Assistant Director
  Division of C orporation Finance