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October 18, 2007

Mr. Daniel Morris

Attorney-Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

RE:

Honeywell International Inc.

Definitive 14A

Filed March 12, 2007

File No. 001-08974

Dear Mr. Morris:

          We are writing in response to your letter dated August 21, 2007 setting forth comments on the above-referenced definitive proxy statement. The numbered paragraphs below correspond to the numbered paragraphs in your letter.

1.

Staff’s Comment: Your disclosure in this section [reference to section entitled “Management Development and Compensation Committee”] is unclear as to which person or
body determines the compensation of, and sets targets for, your executives. Please expand your disclosure to discuss in greater detail the compensation committee's responsibilities with respect to setting CEO and senior executive compensation. Refer
to Item 407(e)(3)(i) of Regulation S-K.

Our Response: The disclosure referenced in the Staff’s comment was contained in an overview of the responsibilities of the Management Development and Compensation Committee
(the “Committee”). A more complete description of the Committee’s responsibilities was included in the Compensation Discussion and Analysis (“CD&A”) section on page 21 of our 2007 proxy statement (“2007
Proxy”), which stated that:

  “As reflected in its charter, the Committee
      approves executive compensation-related corporate and individual goals
      and objectives, determines the compensation of the 15 officers other than
      the CEO, evaluates the CEO’s performance relative to established goals
      and objectives and, together with the other independent directors, determines
      the CEO’s compensation.”

Mr. Daniel Morris

October 18, 2007

Page 2

We will consolidate the Item 407 disclosure outside the CD&A in future proxy statements.

2.

Staff’s Comment: Your disclosure under "Benchmarking; Peer Group" on page 24 suggests that you may retain multiple compensation consultants. Please revise to clarify and, for
each consultant, address the nature and scope of their respective assignments, including their role in determining and recommending compensation, and any other material elements of the consultants' functions. In addition, please identify the persons
or bodies that may retain consultants and summarize the extent to which your consultants interact and/or cooperate. Refer to Item 407(e)(3)(ii) of Regulation S-K

Our Response: The Committee’s charter expressly provides that the Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in
the evaluation of CEO or senior executive compensation. As discussed in the CD&A, the Committee retained Mercer Human Resource Consulting in 2006 to provide objective analysis, advice and information to the Committee, including competitive
market data and recommendations related to CEO compensation (see page 21 of 2007 Proxy). In 2006, no other consultant was retained by the Committee or by the Company for the purpose of evaluating CEO or senior executive compensation. The disclosure
referenced in the Staff’s Comment refers to surveys and other published data compiled by third parties, including other consulting firms, and made generally available. Neither the Committee nor the Company has any input regarding the scope of
these surveys (including the companies included therein); they are simply utilized as sources of general market data. We will clarify these points and/or provide supplemental information, as appropriate, in future proxy statements.

3.

Staff’s Comment:
    Please provide an expanded analysis of the elements and levels of compensation
    paid to the named executive officers. Throughout your Compensation Discussion
     and Analysis, and as to each compensation element, you should provide an
    analysis of how you arrived at and why you paid each particular level and
    form of compensation for 2006. For example, please disclose how the committee
    determined actual  payouts of stock options and restricted units. Although
    your disclosure provides some general information relating to this form of
    compensation, please provide more detailed analysis and insight into how
    the committee makes actual payout determinations. Refer to Item 402(b)(2)(vii)
    of Regulation S-K. Please revise your Compensation Discussion and Analysis
    such that investors are provided with an understanding of the specific factors
    considered by the committee in ultimately approving particular pieces of
    each named executive officer's compensation package and describe the reasons
    why the committee believes that the amounts paid to each named executive
    officer are appropriate in light of the various items it considered in making
    specific

Mr. Daniel Morris

October 18, 2007

Page 3

compensation decisions. Refer to Item 402(b)(1)(v) of Regulation S-K.

Our Response: The CD&A in the 2007 Proxy contained extensive disclosure regarding (i) the underlying rationale and objectives of each element of the Company’s executive
compensation program, (ii) the metrics upon which the annual incentive plan and the Growth Plan are based, (iii) the relative mix of the various elements of the executive compensation program, and (iv) the factors considered by the Committee in its
determination of annual incentive compensation awards. We will supplement our disclosure in future proxy statements to include disclosure regarding the Committee’s determination of equity awards and will review alternative means of presenting
the information referenced in the Staff’s Comment to highlight more clearly the material points.

We recognize the significant focus in the executive compensation rules on a discussion of the analysis underlying the Committee’s compensation decisions. These decisions reflect the exercise of significant
judgment by the Committee as to how to weigh each of the factors that are relevant to compensation decisions (which are referred to above and disclosed in the CD&A in the 2007 Proxy) and how to convert those numerous individual factors into
compensation decisions. While this decision-making process is not susceptible to reduction to a linear formula, we will clarify our discussion of this approach in future proxy statements.

4.

Staff’s Comment: Please expand your Compensation Discussion and Analysis to include a more specific discussion and analysis of how the applicable elements of your compensation
packages are structured and implemented to reflect your named executive officer's individual performance. Disclose the elements of individual performance, both quantitative and qualitative, and specific contributions the compensation committee
considered in its evaluation, and if applicable, how they were weighted and factored into specific compensation decisions. In addition, please expand your discussion and analysis of the factors the committee considered in establishing personal
objectives for Mr. Cote. See Item 402(b)(2)(vii) of Regulation S-K.

Our Response: The CD&A in the 2007 Proxy included a discussion of the elements of individual performance which impacted the Committee’s determination of annual incentive
compensation awards for each of the named executive officers (see pages 26-27 of 2007 Proxy). In future proxy statements, we will clarify our presentation to highlight the elements of individual performance that were material factors in the
Committee’s determination of cash and/or equity awards. We will also clarify our disclosure regarding the factors considered by the Committee in establishing personal objectives for Mr. Cote. In general, Mr. Cote’s objectives are aligned
with the key drivers of the Company’s annual operating plan, strategic plan and the Honeywell Initiatives (as defined in the 2007 Proxy).

Mr. Daniel Morris

October 18, 2007

Page 4

5.

Staff’s Comment:
    The compensation discussion and analysis should be sufficiently precise to
    capture material differences in compensation policies with respect to individual
     named executive officers. Refer you to Section Il.B.1 of Commission Release
    No. 33-8732A. In this regard, we note significant disparities in Mr. Cote's
    salary, the amounts awarded to him under the 2006 annual ICP and the 2005-2006
    GP, and the  option award granted on February 17, 2006. We also note that
    Mr. Anderson was the sole recipient of a restricted unit on July 28, 2006.
    Please provide a more detailed discussion of how and why the compensation
    of your highest-paid named executive officers differs from that of the other
    named executive officers. If policies or decisions relating to a named executive
    officer are materially different than the other officers, this should be
    discussed on an individualized basis.

Our Response: There are no policy differences with respect to the compensation of individual named executive officers. We will supplement our disclosure in future proxy statements
to explain that the compensation disparity between the CEO and the other named executive officers is due to the nature of the positions, market factors and the terms of the CEO’s employment agreement. We will clarify in future proxy statements
that restricted units are not granted to named executive officers on an annual basis.

6.

Staff’s Comment: If you have benchmarked different elements of your compensation against different comparator groups, please identify the companies that comprise each group.
Refer to Item 402(b)(2)(xiv) of Regulation S-K. In addition, please disclose the actual percentiles for total compensation, and each benchmarked element of compensation, in 2006. In addition, please include a discussion of where you target each
element of compensation against the peer companies and where actual payments fall within targeted parameters. To the extent actual compensation was outside a targeted percentile range, please explain why.

Our Response: As stated above in our response to Staff Comment number 2, the “external benchmark information” referenced in the section of the CD&A in the 2007 Proxy
entitled “Benchmarking; Peer Group” refers to surveys and other published data compiled by third parties (with no input from the Committee or the Company) and made generally available. We will clarify in future proxy statements that the
Company does not benchmark different elements of compensation against different comparator groups.

In the CD&A in the 2007 Proxy, we stated that the Committee generally targets total direct compensation (base, bonus, and the annualized value of Growth Plan awards and stock options) of the named executive
officers at approximately the

Mr. Daniel Morris

October 18, 2007

Page 5

75th percentile as compared to the total direct compensation for companies in the defined peer group. We will expand our discussion of this topic in
future proxy statements to clarify that (i) the stated benchmark percentile for total direct compensation is used by the Committee as general background information rather than as a material factor in its compensation decisions and (ii) the
Committee does not set benchmark targets for each element of the executive compensation program.

7.

Staff’s Comment: The descriptions of the Annual Incentive Bonus and Growth Plan are somewhat dense and difficult to understand. Please give appropriate consideration to
providing concise and clear discussions of the material concepts of the respective incentive programs and the specific payments made to the NEOs. The overall operation of the programs, as well as the components and terminology, used in determining
compensation payable, should be readily understandable and fit within your overall compensation discussion. Refer to Section VI of Commission Release 33-8732A. For instance, and without limitation, please revise your disclosure to:

show how the three performance indicators (EPS, free cash flow and working capital turns) for the annual incentive bonus and the three relevant indicators for the growth plan (EPS, organic growth and return on
investment) are ultimately distilled into a single funding percentage and how such funding percentage translates into a particular payment amount.

discuss the ''non-financial objectives", including
    how these objectives are measured and any relevant targets, which impact
    the annual bonus award. Refer to Item 402(b)(2)(vii) of Regulation S-K.

discuss, with respect to the annual incentive bonus, why your "peer EPS growth adjustment" is measured with reference to indices other than your benchmarking peer group.

discuss whether the performance periods under the Growth Plan overlap (2005-2006, 2006-2007, etc.) or run consecutively (2005-2006, 2007-2008, etc.). If the former, it would appear that the Grants of Plan-Based
Awards Table should be revised to present threshold, target and maximum award information under the Growth Plan for the 2006-2007 performance period.

To the extent 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 Instruction 4 to Item 402(b) of Regulation S-K,
please provide on a supplemental basis 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

Mr. Daniel Morris

October 18, 2007

Page 6

  will be for you to achieve the undisclosed
      target levels or other factors. In this regard, general statements regarding
      the level of difficulty, or ease, associated with achieving performance
      goals either corporately or individually are not sufficient. Please provide
      insight into the factors considered by the committee prior to the awarding
      of performance-based compensation such as historical analyses prior to
      the granting of these awards or correlations between historical bonus practice
      and the incentive parameters set for the relevant fiscal period.

   Our Response: We
      will use tables and/or examples in future filings to illustrate more clearly
      how the performance metrics for the annual incentive bonus plan and the
      Growth Plan are distilled into funding percentages for these plans and
      how that translates into calculated awards.

   As stated above in our response to Staff
      Comment number 4, we will clarify our presentation in future proxy statements
      to highlight the elements of individual performance that were material
      factors in the Committee’s determination of cash and/or equity awards.

   We will expand the discussion of the peer
      EPS growth adjustment in future proxy statements to explain that the thirty-four
      company peer group described in the CD&A is used for this purpose (rather
      than the fourteen company benchmark peer group) due to its broader representation
      of each of the relevant industry groups in which the Company’s segments
      participate.

   We will clarify in future proxy statements
      that the performance periods under the Growth Plan run consecutively.

   With respect to performance targets established
      for the Company’s annual incentive bonus plan and Growth Plan, the
      CD&A in the 2007 Proxy contained an extensive discussion of (i) the
      specific overall Corporate financial targets and actual results for each
      plan, (ii) the interpolation of funding curves for each plan, (iii) calculated
      and actual funding levels (overall and by SBG) for each plan, and (iv)
      the bases for the Committee’s determination of individual awards,
      as well as an explanation of any exercise of upward or downward discretion
      by the Committee under the annual incentive bonus plan (no such dis