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  Honeywell

  Thomas A. Szlosek

  Honeywell

  Vice President and Controller

  P. O. Box 1219

  Morristown, NJ 07962-1219

  973-455-2215

  973-455-6904 Fax

January 27, 2006

Michael Fay

Accounting Branch Chief

Securities and Exchange Commission

CF/AD5

100 F Street, NE

Washington, D.C. 20549

  RE:

  Honeywell International Inc.

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

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

  File Number: 001- 08974

Dear Mr.
Fay:

  This letter provides
  Honeywell International Inc.’s (Honeywell) response to your letter to Thomas
  A. Szlosek, dated December 27, 2005, setting forth the staff’s comments on
  the above-referenced Form 10-K and Form 10-Q. The numbered paragraphs below
  correspond to the numbered paragraphs in your letter.

  1.

  Staff’s Comment:
  In your January 24, 2005 letter to us we note a number of references to
  maintenance contracts for wheel and braking systems. Please explain to us why
  you do not account for the free and discounted hardware as a separate unit of
  accounting under EITF 00-21. The accounting for your maintenance contracts
  appears to be excluded from FTB 90-1 under paragraph 4(a) (iii) of EITF 00-21
  and does not appear to be excluded from EITF 00-21 under 4(b) of the abstract.

  Our Response:

  We do not apply EITF 00-21
  to our wheel and braking system incentives because we do not believe such
  accounting would address the business purpose and underlying
  economics supporting our decision to provide wheel and braking system
  incentives to the aircraft manufacturers and/or to the airlines. Our sole purpose for providing wheel and
  braking system incentives is to ensure that Honeywell products are installed
  on the aircraft, regardless of whether they are provided to the aircraft
  manufacturers or to an airline. If our equipment is initially installed on an
  aircraft, because of the reasons we

  have described below, we
  will be virtually guaranteed a revenue stream for maintenance and aftermarket
  replacement parts for the life of the aircraft. When evaluating whether to
  provide a wheel and braking system incentive, the analysis and
  decision-making are therefore based on the expected revenues to be earned
  over the life of the aircraft, unconstrained by the term of any initial
  aftermarket service agreement. The free or discounted product is not integral
  to a specific maintenance agreement but rather to a series of current and
  future arrangements over the life of the aircraft. Therefore the wheel and
  braking system incentive and the initial aftermarket service agreement are
  not a single arrangement requiring the application of EITF 00-21.

  In deciding what
  accounting model should be applied to the wheel and braking system incentives,
  we concluded that capitalization is appropriate as it is consistent with the
  underlying economics. We believe capitalization is supported by paragraph 4
  of FASB Technical Bulletin 90-1, “Accounting for Separately Priced Extended
  Warranty and Product Maintenance Contracts” as these costs are incremental
  direct costs associated with acquiring current and future revenue contracts
  over the life of the aircraft. We also believe such wheel and braking system
  incentives meet the definition of an asset under FASB Concepts Statement No.
  6 which defines an asset as a “probable future economic benefit obtained or
  controlled by a particular entity as a result of past transactions or
  events.” The wheel and braking system incentives we provide result in a probable
  economic benefit that is virtually guaranteed through the regulatory
  requirements regarding aftermarket service and the significant economic
  barriers new and existing alternative vendors would face in competing to
  displace us. We have been displaced on less than 1% of our installed base in
  each of the last five years. The likelihood of being displaced during the
  25-year life of the aircraft is quite low due to:

  (a)

  Prohibitive cost to the
  alternative vendors of retrofitting our systems off the aircraft. These
  alternative vendors would have to offer comparable or better wheel and
  braking system incentives to induce the airline to change systems but would
  have a shorter period over which to recover those investments. Our initial
  aftermarket service agreements for wheel and braking systems generally have a
  term of 10 to 15 years and are typically renewed at the end of such initial
  term for an additional 5 to 10 years. After the initial term, the remaining
  physical life of the aircraft would not be sufficient to recover an
  investment of the magnitude required to displace our system.

  (b)

  High cost to the airline
  of retrofitting our systems off the aircraft. The airline would have to
  re-train all of its service personnel and, during the transition of its
  fleet, would be forced to maintain duplicate spares and service records for
  all of its line stations.

  (c)

  Safety of flight
  constraints. Wheel and braking systems impact flight safety and, as such,
  specifications and qualification and testing requirements of the FAA and
  other similar organization are extremely rigorous. Once the wheel and braking
  system vendor has been selected, the airlines are reluctant to change.

  This remote likelihood of
  our displacement applies regardless of which airline operates the aircraft or
  of the length or nature of the aftermarket service arrangement. That is,
  because of the factors previously described, the initial and any subsequent
  operator(s) of the aircraft are highly dependent upon us to keep the aircraft
  in service. In keeping with this, we do not correlate the incentive with a
  specific aftermarket service arrangement.

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  2.

  Staff’s Comment:
  In addition, if your response to the preceding comment indicates that you
  currently apply EITF 00-21, but that all of the arrangements identified in
  your most recent response were entered into prior to July 1, 2003, please
  explain to us why the free and discounted hardware delivered after July 1,
  2003 do not constitute a “new” arrangement that would be accounted for under
  EITF 00-21. More specifically, if the hardware delivered after July 1, 2003
  resulted in incremental revenue, explain to us why it would not be
  appropriate to then bifurcate the subsequent deliveries and account for them
  under EITF 00-21. Refer to paragraph 19 of EITF 00-21.

  Our
  Response:

  For
  the reasons discussed in our response to comment 1, we do not apply EITF
  00-21 to the arrangements discussed above; therefore, we do not believe the
  Staff’s comment applies.

  3.

  Staff’s Comment:
  Refer to prior comment number 2. Please identify the airlines that received
  the free hardware from the aircraft manufacturers during 2003 and 2004, and
  tell us whether you executed a maintenance agreement with any of these
  airlines. If there was a separately executed maintenance agreement, explain
  to us why it would not be appropriate to aggregate these contracts and
  account for the free and discounted hardware as a separate unit of accounting
  under EITF 00-21.

  Our Response:

  By way of background, the
  aircraft manufacturers typically qualify at least two vendors to provide
  wheel and braking systems for each aircraft model and those qualified vendors
  compete to have their wheel and braking system chosen by the airline. The
  qualified vendors are then responsible for keeping the aircraft manufacturers
  with an adequate supply of wheel and braking systems to meet their build
  schedules, which can span multiple fiscal periods. During the build, the
  aircraft manufacturer selects from this supply the wheel and braking system
  designated by the airline and installs it onto the aircraft. Since we are not
  in control of this process, we are not in a position to trace the individual
  wheel and braking system incentives provided to the aircraft manufacturers to
  the actual airlines to whom the finished aircraft are provided. We ultimately
  do become aware that the airline has received our wheel and braking system
  when the logistics around the aftermarket service arrangements are being
  established. Of the 243 and 224 aircraft containing our wheel and braking
  systems which were delivered to the airlines by the aircraft manufacturers in
  2004 and 2003, respectively, Honeywell has executed aftermarket service
  agreements with airlines that cover 213 and 184 of the aircraft. For the
  reasons stated previously, the remaining airlines are also largely dependent
  upon us to provide spare and replacement parts on a non-contractual basis.

  We do acknowledge a
  correlation between our providing free hardware to the aircraft manufacturers
  and our ability to subsequently enter into an aftermarket service arrangement
  with the airline that ultimately receives the aircraft containing our free
  hardware. However, as we stated in our response to comment 1, we do not
  believe it is appropriate to account for these arrangements under EITF 00-21.
  Our accounting model reflects the business purpose and economic substance of
  the wheel and braking system

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  incentives and has been
  consistently applied and fully disclosed in our financial statements.

  4.

  Staff’s Comment:
  Refer to prior comment number 2 and your January 24, 2005 letter to us:

  (a)

  Please provide us a
  detailed and comprehensive itemization of the free and discounted hardware
  given to each of the airlines, and explain to us when the free and discounted
  hardware was to be both consumed by and delivered to the airlines. In
  addition, explain us the basis for your reliance on paragraph 4 of FASB
  Technical Bulletin 90-1. Notwithstanding the rational put forward previously
  by you, analogous reliance on the technical bulletin does not appear
  appropriate since you were not incurring costs of the type described in
  paragraph 6 of SFAS 91. Since it appears that the free and discounted
  hardware given to the airlines was to be consumed in the normal course of
  either providing the services to be rendered under the maintenance contract
  or in some manner closely related to it, it then appears that these costs
  should have been expensed as they were consumed, consistent with paragraph 9
  of the technical bulletin.

  (b)

  As part of your response,
  please tell us the amount of any loss that would have been recorded in
  connection with each maintenance contract, if a loss were to be recorded at
  the date of execution, consistent with paragraph 5 of the technical bulletin,
  and provide us a schedule that supports and clearly explains how costs and
  revenues were determined under the contract.

  Our Response:

  (a) In a conversation with
  the Staff on January 5, 2006 in which we were seeking clarification on the
  itemization which the Staff was seeking beyond that which had been provided
  in our December 16, 2005 letter, the Staff clarified that our response to
  this comment should address whether the free or discounted hardware which we
  provide to the airlines are the sets which are initially installed on the
  aircraft or are spare and replacement parts to be used in the future. The
  free or discounted hardware given to the airlines is in almost all cases the
  initial provisioning of spare and replacement parts to be held and used in
  the future by the airlines. In summary then, the capitalized wheel and
  braking system incentives include this initial provisioning of spare and
  replacement parts, product credits and upfront cash payments to the airlines,
  as well as the free original aircraft wheel and braking systems provided to
  the aircraft manufacturers.

  There are two categories
  of spare and replacement parts. The first is the parts given to the airline
  as an incentive for the airline to select our wheel and braking systems on
  the aircraft over those offered by other vendors…i.e., the cost of “getting
  on the aircraft”. For the reasons stated in our response to comment 1 (i.e.,
  prohibitive costs of switching for other vendors as well as FAA parts qualification
  requirements), the selection of our product virtually guarantees the recovery
  of our investment. Our initial free provisioning of spare and replacement
  parts does not occur unless our product is selected by the airline. We
  consider the cost of this free or discounted hardware to be of the nature
  described in paragraph 4 of the Technical Bulletin (i.e., an incremental
  direct acquisition cost) and therefore these costs are deferred and charged
  to expense over the period of

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  time in which the
  aftermarket revenues are earned which, as we stated in our January 24, 2005
  letter to the Staff, is the 25-year estimated minimum service life of the
  aircraft.

  The second category of
  spare and replacement parts is the parts which are consumed in the
  fulfillment of our aftermarket service obligations. In the fulfillment of our
  aftermarket service agreements, parts are expensed as they are consumed in
  accordance with paragraph 9 of the Technical Bulletin. Revenues under these
  aftermarket service agreements are recognized following this same pattern.

  There are cases where
  airlines select our wheel and braking systems for their aircraft but make
  other arrangements to secure the maintenance services and/or spare and
  replacement parts. For example, the airline may perform the maintenance
  itself or arrange for a third party to perform the maintenance. In such
  cases, because of the FAA parts qualification requirements and the
  proprietary nature of the brake technology, the party performing the service
  (i.e., the airline or third party) is required to secure most of the spare
  and replacement parts from us. In these cases, the revenues and costs of the
  parts are recognized when shipped.

  (b) Our accounting for the
  aftermarket service agreements properly considers the requirements of
  Paragraph 5 of Technical Bulletin 90-1. Since we provide the wheel and
  braking system customer incentives in order to obtain the aftermarket
  revenues over the entire life of the aircraft, prior to entering into an
  agreement which proposes a wheel and braking system incentive, we compare the
  expected margins from providing the aftermarket services (including the
  margin expected from all of the expected sources of future revenue to be
  earned over the 25-year estimated service life of the aircraft) with the
  proposed wheel and braking system incentive. There has never been a loss at
  the date of execution under this methodology.

  We also perform an annual
  impairment review of the unamortized wheel and braking system incentive balance.
  As permitted by paragraph 5 of the Technical Bulletin, this analysis is
  performed by consistently grouping the aftermarket service arrangements into
  the type of aircraft platform to which they relate. For example, on the
  Boeing 777, we compare the expected aftermarket service margins to be earned
  over the portion of the original 25-year service life remaining for each
  aircraft with the unamortized wheel and braking system incentive balance for
  the Boeing 777. In our impairment analyses performed as of December 31, 2005,
  2004 and 2003, there was not a loss indicated for any of the aircraft
  platforms.

  5.

  Staff’s Comment:
  Refer to prior comment number 2. Please tell us the proportion of your wheel
  and braking system customers that sign maintenance agreements. For the
  customers that do not sign a maintenance agreement, please explain to us how
  you have determined that you have the ability to control the benefit derived
  from the customer incentive given to the manufacturer, as required by
  paragraph 26 of CON 6. While we understand that there a