SecProbe.io

<DOCUMENT>
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<TEXT>
 July 10, 2025

Robert Mailloux
Vice President and Controller
Honeywell International Inc.
855 South Mint Street
Charlotte, North Carolina 28202

 Re: Honeywell International Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 14, 2025
 File No. 001-08974
Dear Robert Mailloux:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 Document June 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Dale Welcome and Kevin Stertzel Division of Corporation Finance Office of Manufacturing Re: Honeywell International Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed February 14, 2025 File No. 001-08974 Dear Mr. Welcome and Mr. Stertzel: I am writing in response to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”) to Honeywell International Inc., a Delaware corporation (the “Company”), related to the Company’s Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”). For your convenience, the Company sets forth below the Staff’s comments in bold and italics, followed by the Company’s responses thereto. All references to page numbers in the Company’s responses are to the pages of the 2024 Form 10-K. The Company respectfully submits the following as its responses to the Staff: Form 10-K for the year ended December 31, 2024 Critical Accounting Estimates Sales Recognition on Long-Term Contracts, page 42 1. We note that for certain long-term contracts, you recognize revenue based on an overtime recognition model using the cost-to-cost input method, and judgment is required when estimating total revenue and cost at completion on the over-time arrangements, as well as whether a loss is expected to be incurred on the contract. Please address the following items: • Tell us whether you have recognized material favorable or unfavorable changes in estimates with respect to these contracts and provide us the gross amounts of favorable and unfavorable changes recognized during each period presented as part of your response. U.S. Securities and Exchange Commission     Division of Corporation Finance June 9, 2025 Page 2 • Tell us the amount of contract losses recognized during each period presented and the status of material loss contracts. • Revise your disclosures in future filings to quantify and discuss, if material, the gross impacts of changes in contract estimates, including contract losses, during each period presented pursuant to Item 303(b)(3) of Regulation S-K. The Company has not recognized material favorable or unfavorable changes in estimates related to the long-term contracts with revenue recognized based on an overtime recognition model using the cost-to-cost input method quantitatively and qualitatively in any of the last three fiscal years. The following table provides Honeywell's gross amounts of favorable and unfavorable changes in estimates, inclusive of contract losses, recognized in 2024, 2023, and 2022, and also provides the total net adjustments as a percentage of net sales and as a percentage of income before taxes for each respective period. (dollar in millions) 2024 2023 2022 Gross favorable adjustments $ 461  $ 384  $ 398  Gross unfavorable adjustments $ (184) $ (357) $ (271) Total net adjustments $ 277  $ 27  $ 127  Net sales $ 38,498  $ 36,662  $ 35,466  Net adjustments as a % of net sales 0.7  % 0.1  % 0.4  % Income before taxes $ 7,213  $ 7,159  $ 6,379  Net adjustments as a % of income before taxes 3.8  % 0.4  % 2.0  % The Company has a large number of active customer contracts at any given time, and processes a large number of immaterial small dollar adjustments in any given year. For example, in the year ended December 31, 2024, we had more than 10,200 gross favorable adjustments and 5,100 gross unfavorable adjustments with an average gross dollar per adjustment of approximately $44,800 and $35,600, respectively. Also, in the year ended December 31, 2024, no single adjustment was greater than $6.9 million (0.02% of net sales and 0.10% of income before taxes). As part of our standard quarterly process, we analyze and update our estimates for percentage-of-completion contracts, as necessary. Included in the gross unfavorable adjustments reflected in the table above are aggregate recognized contract losses of $32.6 million, $29.9 million, and $34.3 million in 2024, 2023, and 2022, respectively, which were not material to Honeywell's results of operations. As of December 31, 2024, there were no material loss contracts. Historically, the Company has not disclosed the gross impacts of changes in contract estimates due to the large number and diversity of contracts underlying the net adjustments, and the immateriality of the aggregate and individual impact of contract adjustments. If aggregate gross favorable adjustments, gross unfavorable adjustments (including contract losses), or aggregate net adjustments become material to net sales or income before taxes, Honeywell will provide disclosures of gross favorable and gross U.S. Securities and Exchange Commission     Division of Corporation Finance June 9, 2025 Page 3 unfavorable changes in estimates and contract losses in future filings pursuant to Item 303(b)(3) of Regulation S-K. Financial Statements and Supplementary Data Note 22. Segment Financial Data, page 110 2. We refer to the realignment, during the first quarter of 2024, of certain of your business units into two new reportable business segments, Industrial Automation and Energy and Sustainability Solutions, and have the following comments: • In regard to the Industrial Automation reportable segment, please tell us in sufficient detail how you determined that the respective operating segments met the aggregation criteria upon the addition of the Process Solutions business unit. Refer to ASC 280-10-50-11. • Please tell us whether the change in reportable segments impacted your existing reporting units prior to the realignment. If so, please tell us whether you performed an interim goodwill impairment test related to the existing reporting units before the change. Refer to ASC 350-20-35-3C(f) and ASC 350-20-35-45. The Company identifies operating segments in accordance with ASC 280-10-50-1. In October 2023, Honeywell announced plans to realign our business portfolio to three compelling megatrends. As part of this realignment, effective January 2024, the Company changed its organization structure, combining the Process Solutions business unit with the former Safety and Product Solutions business units to form our Industrial Automation segment. On January 1, 2024, the Company appointed a President and Chief Executive Officer (CEO) of Industrial Automation, reporting directly to the chief operating decision maker (CODM). In the first quarter of 2024, the information regularly reviewed by the CODM changed to include the operating results and budget of the Industrial Automation segment and this information is used by the CODM to assess its performance and allocate resources. The compensation structure for the President and CEO of Industrial Automation is partially based on the performance of the Industrial Automation business. Based on these considerations, the Company identified Industrial Automation as an operating segment and reports information on that operating segment under ASC 280-10-50-10. The Company does not maintain operating segments below Industrial Automation to aggregate. Since it combined the Process Solutions business unit and former Safety and Products Solutions business units collectively together as one new operating segment under ASC 280-10-50-1, the Company was not required to and has not applied the separate aggregation criteria outlined in ASC 280-10-50-11 to the Industrial Automation segment because it was determined to be one operating segment. Honeywell's realignment during the first quarter of 2024 did not impact the Company's reporting units. The reporting unit composition is unchanged before and after the reorganization. As a result of the realignment, the Process Solutions reporting unit moved to the Industrial Automation segment with no changes in the composition or carrying amount of its net assets. In addition, there were no events or changes in circumstances identified that would more likely than not reduce the fair value of an U.S. Securities and Exchange Commission     Division of Corporation Finance June 9, 2025 Page 4 existing reporting unit below its carrying amount as a result of this move. Therefore, the Company was not required to perform an interim goodwill impairment test. * * * Should you have any questions or comments with respect to the above, or believe that a call would be helpful in any way, please do not hesitate to contact me by phone at (704) 303-0112 or email at robert.mailloux@honeywell.com. Sincerely, /s/ Robert Mailloux Robert Mailloux Vice President and Controller cc: Mike Stepniak Senior Vice President and Chief Financial Officer Honeywell International Inc. Su Ping Lu Senior Vice President, General Counsel and Corporate Secretary Honeywell International Inc.

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 Document May 21, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Dale Welcome and Kevin Stertzel Division of Corporation Finance Office of Manufacturing Re: Honeywell International Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed February 14, 2025 File No. 001-08974 Dear Mr. Welcome and Mr. Stertzel: Honeywell International Inc. (the "Company") has received the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”) dated May 15, 2025, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2024. Pursuant to our telephone conversation with Mr. Stertzel on May 19, 2025, the Company respectfully requests an extension to submit its response in order to have sufficient time for compilation and review by the Company and its advisors of the responses to the Staff's comments. The Company intends to respond to the comment letter by no later than June 13, 2025. We appreciate the Staff's consideration in this matter. Should you have any questions with respect to the above, please do not hesitate to contact me at (770) 519-0802. Sincerely, /s/ Jay V. Shah Jay V. Shah General Counsel – Securities, Corporate Finance and Governance U.S. Securities and Exchange Commission     Division of Corporation Finance May 21, 2025 Page 2 cc: Mike Stepniak Senior Vice President and Chief Financial Officer Honeywell International Inc. Su Ping Lu Senior Vice President, General Counsel and Corporate Secretary Honeywell International Inc.

<DOCUMENT>
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<TEXT>
 May 15, 2025

Robert Mailloux
Vice President and Controller
Honeywell International Inc.
855 South Mint Street
Charlotte, North Carolina 28202

 Re: Honeywell International Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 14, 2025
 File No. 001-08974
Dear Robert Mailloux:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Critical Accounting Estimates
Sales Recognition on Long-Term Contracts, page 42

1. We note that for certain long-term contracts, you recognize revenue
based on an over-
 time recognition model using the cost-to-cost input method, and judgment
is required
 when estimating total revenue and cost at completion on the over-time
arrangements,
 as well as whether a loss is expected to be incurred on the contract.
Please address the
 following items:

 Tell us whether you have recognized material favorable or
unfavorable changes in
 estimates with respect to these contracts and provide us the gross
amounts of
 favorable and unfavorable changes recognized during each period
presented as
 part of your response.

 Tell us the amount of contract losses recognized during each
period presented and
 May 15, 2025
Page 2

 the status of material loss contracts.

 Revise your disclosures in future filings to quantify and discuss,
if material, the
 gross impacts of changes in contract estimates, including contract
losses, during
 each period presented pursuant to Item 303(b)(3) of Regulation S-K.
Financial Statements and Supplementary Data
Note 22. Segment Financial Data, page 110

2. We refer to the realignment, during the first quarter of 2024, of
certain of your
 business units into two new reportable business segments, Industrial
Automation and
 Energy and Sustainability Solutions, and have the following comments:

 In regard to the Industrial Automation reportable segment, please
tell us in
 sufficient detail how you determined that the respective operating
segments met
 the aggregation criteria upon the addition of the Process Solutions
business unit.
 Refer to ASC 280-10-50-11.

 Please tell us whether the change in reportable segments impacted
your existing
 reporting units prior to the realignment. If so, please tell us
whether you
 performed an interim goodwill impairment test related to the
existing reporting
 units before the change. Refer to ASC 350-20-35-3C(f) and ASC
350-20-35-45.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Dale Welcome at 202-551-3865 or Kevin Stertzel at
202-551-3723
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
November 3, 2022
Robert Mailloux
Vice President and Controller
HONEYWELL INTERNATIONAL INC
855 South Mint Street
Charlotte, NC 28202
Re:HONEYWELL INTERNATIONAL INC
Form 10-K for the year ended December 31, 2021
File No. 1-08974
Dear Robert Mailloux:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Document

October 31, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Mindy Hooker and Jeff Gordon

 Division of Corporation Finance

 Office of Manufacturing

Re: Honeywell International Inc.

 Form 10-K for the year ended December 31, 2021

 Filed February 11, 2022

 Form 8-K filed July 28, 2022

 File No. 1-08974

Dear Ms. Hooker and Mr. Gordon:

I am writing in response to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”) to Mr. Robert Mailloux, Vice President and Controller of Honeywell International Inc., a Delaware corporation (the “Company”), related to the Company’s Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”) and the Company’s Form 8-K filed July 28, 2022 (the “July 2022 Form 8-K”).

For your convenience, the Company has set forth below the Staff’s comments in bold and italics, followed by the Company’s responses thereto. All references to page numbers in the Company’s responses are to the pages of the 2021 Form 10-K or the July 2022 Form 8-K, as applicable.

The Company respectfully submits the following as its responses to the Staff:

Form 10-K for the year ended December 31, 2021

Management's Discussion and Analysis of Financial Condition and Results of Operations, Customers and Suppliers, page 16

1.We note from your disclosure on page three that you have implemented and continue to identify actions to mitigate the effect of supply chain constraints and rising costs for materials and labor. You also disclose on page eight that you have implemented short-term and long-term strategies to reduce the impacts of current and future disruptions of the supply chain for certain raw materials. In future periodic filings, please provide a more comprehensive

U.S. Securities and Exchange Commission
Division of Corporation Finance

October 31, 2022
Page 2

discussion explaining the mitigation efforts you have undertaken and discuss known trends or uncertainties resulting from mitigation efforts undertaken, if any. Explain whether any mitigation efforts introduce new material risks, including those related to product quality, reliability, or regulatory approval of products. Please also discuss whether supply chain disruptions materially effect your outlook or business goals.

The Company acknowledges the Staff’s comment and will include the requested disclosure where relevant in our future Form 10-Q and Form 10-K filings, such as the Raw Materials section of our future Form 10-K filings.

Results of Operations, page 17

2.Where you identify two or more factors that contributed to material changes in financial statement line items, please expand your disclosures to quantify the individual impact of each factor; for example, we note you have identified multiple factors contributing to the decrease in revenue for Defense and Space within your Aerospace segment. Please note this comment applies to all future periodic reporting as we note similar instances in your Form 10-Q for the period ended June 30, 2022. Please refer to Item 303(a)(3) of Regulation S-K and SEC Release No. 33-8350.

The Company acknowledges the Staff’s comment and, where the disclosure in Management's Discussion and Analysis of Financial Condition and Results of Operations identifies two or more factors that contribute to material changes in financial statement line items, the Company will include disclosures to define the impact of each factor to the applicable financial statements line item in future Form 10-Q and Form 10-K filings.

Liquidity and Capital Resources, page 39

3.Given the significance of your foreign operations, please revise future disclosures to quantify the amount of cash and cash equivalents held in foreign jurisdictions as of the most recent period end, and address the potential impact on your liquidity of holding cash outside the U.S. Additionally, if your cash is located in various tax jurisdictions with differing tax rates, please expand your liquidity disclosure to address the potential tax consequences (if any) of repatriating cash from foreign tax jurisdictions. To the extent you believe cash is indefinitely reinvested in foreign entities and is not likely to be repatriated for any foreseeable purpose, please disclose that viewpoint.

The Company acknowledges the Staff’s comment and will include the amount of cash and cash equivalents held in foreign jurisdictions and the impact to the Company’s liquidity in the Liquidity and Capital Resources section of our future Form 10-Q and Form 10-K filings. To the extent material, the Company will disclose the potential tax consequences of repatriating cash and cash equivalents held in foreign jurisdictions.

U.S. Securities and Exchange Commission
Division of Corporation Finance

October 31, 2022
Page 3

Cash Flow Summary, page 40

4.In future filings, please expand your narrative to quantify and more fully discuss the primary reasons for the significant changes in working capital between periods. In this regard we note higher inventory and accounts payable balances. Please explain the underlying factors causing these increases. Refer to Section IV.B.1 of SEC Release No. 33-8350.

The Company acknowledges the Staff’s comment and, where the Company identifies in the Cash Flow Summary significant changes in working capital between periods, the Company will include disclosures to define the impact of the primary factors driving material changes to the Company’s working capital in future Form 10-Q and Form 10-K filings.

Form 8-K filed July 28, 2022

Exhibit 99, page 1

5.We note in the discussion on page one that several non-GAAP financial measures were referenced without any discussions of corresponding GAAP financial measures. Please revise future earnings reports to provide discussions of financial measures on a GAAP basis with equal or greater prominence to the non-GAAP financial measures. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

The Company acknowledges the Staff’s comment and has provided discussions of financial measures on a GAAP basis with equal or greater prominence to the non-GAAP financial measures in the earnings report furnished on Form 8-K for the quarter ended September 30, 2022, and will continue to do so in future earnings reports furnished on Form 8-K.

Exhibit 99, page 15

6.In your reconciliation of adjusted diluted earnings per share, you present adjustments net of tax. Please revise your reconciliations in future filings to present the tax effects of non-GAAP adjustments as a separate adjustment and provide an explanation of how the tax impacts are calculated. Please refer to Question 102.11 of the Compliance & Disclosures.

The Company acknowledges the Staff’s comment and has quantified the tax effects of individual non-GAAP adjustments in the footnotes to the reconciliation of Earnings per Share to Adjusted Earnings per Share and has provided an explanation of how the tax impacts are calculated for individual non-GAAP adjustments in the earnings report furnished on Form 8-K for the quarter ended September 30, 2022, and will continue to do so in future earnings reports furnished on Form 8-K as applicable.

* * *

U.S. Securities and Exchange Commission
Division of Corporation Finance

October 31, 2022
Page 4

Should you have any questions or comments with respect to the above, or believe that a call would be helpful in any way, please do not hesitate to contact me at (704) 627-6200.

 Sincerely,

 /s/ Robert Mailloux

 Robert Mailloux

 Vice President and Controller

cc: Greg Lewis

 Senior Vice President and Chief Financial Officer

 Honeywell International Inc.

 Anne Madden

 Senior Vice President and General Counsel

 Honeywell International Inc.

 Su Ping Lu

 Vice President and General Counsel, Corporate and ESG

 Deputy Corporate Secretary

 Honeywell International Inc.

United States securities and exchange commission logo
October 17, 2022
Robert Mailloux
Vice President and Controller
HONEYWELL INTERNATIONAL INC
855 South Mint Street
Charlotte, NC 28202
Re:HONEYWELL INTERNATIONAL INC
Form 10-K for the year ended December 31, 2021
Filed February 11, 2022
Form 8-K filed July 28, 2022
File No. 1-08974
Dear Robert Mailloux:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Customers and Suppliers, page 16
1.We note from your disclosure on page three that you have implemented and continue to
identify actions to mitigate the effect of supply chain constraints and rising costs for
materials and labor.  You also disclose on page eight that you have implemented short-
term and long-term strategies to reduce the impacts of current and future disruptions of the
supply chain for certain raw materials.  In future periodic filings, please provide a more
comprehensive discussion explaining the mitigation efforts you have undertaken and
discuss known trends or uncertainties resulting from mitigation efforts undertaken, if any.
Explain whether any mitigation efforts introduce new material risks, including those
related to product quality, reliability, or regulatory approval of products.  Please also
discuss whether supply chain disruptions materially effect your outlook or business goals.

 FirstName LastNameRobert Mailloux
 Comapany NameHONEYWELL INTERNATIONAL INC
 October 17, 2022 Page 2
 FirstName LastNameRobert Mailloux
HONEYWELL INTERNATIONAL INC
October 17, 2022
Page 2
Results of Operations, page 17
2.Where you identify two or more factors that contributed to material changes in financial
statement line items, please expand your disclosures to quantify the individual impact of
each factor; for example, we note you have identified multiple factors contributing to the
decrease in revenue for Defense and Space within your Aerospace segment. Please note
this comment applies to all future periodic reporting as we note similar instances in your
Form 10-Q for the period ended June 30, 2022.  Please refer to Item 303(a)(3) of
Regulation S-K and SEC Release No. 33-8350.
Liquidity and Capital Resources, page 39
3.Given the significance of your foreign operations, please revise future disclosures to
quantify the amount of cash and cash equivalents held in foreign jurisdictions as of the
most recent period end, and address the potential impact on your liquidity of
holding cash outside the U.S.  Additionally, if your cash is located in various tax
jurisdictions with differing tax rates, please expand your liquidity disclosure to address the
potential tax consequences (if any) of repatriating cash from foreign tax jurisdictions.  To
the extent you believe cash is indefinitely reinvested in foreign entities and is not likely to
be repatriated for any foreseeable purpose, please disclose that viewpoint.
Cash Flow Summary, page 40
4.In future filings, please expand your narrative to quantify and more fully discuss the
primary reasons for the significant changes in working capital between periods.  In this
regard we note higher inventory and accounts payable balances.  Please explain the
underlying factors causing these increases.  Refer to Section IV.B.1 of SEC Release No.
33-8350.
Form 8-K filed July 28, 2022
Exhibit 99, page 1
5.We note in the discussion on page one that several non-GAAP financial measures were
referenced without any discussions of corresponding GAAP financial measures. Please
revise future earnings reports to provide discussions of financial measures on a GAAP
basis with equal or greater prominence to the non-GAAP financial measures.  Refer to
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
Exhibit 99, page 15
6.In your reconciliation of adjusted diluted earnings per share, you present adjustments net
of tax.  Please revise your reconciliations in future filings to present the tax effects of non-
GAAP adjustments as a separate adjustment and provide an explanation of how the tax
impacts are calculated. Please refer to Question 102.11 of the Compliance & Disclosures

 FirstName LastNameRobert Mailloux
 Comapany NameHONEYWELL INTERNATIONAL INC
 October 17, 2022 Page 3
 FirstName LastName
Robert Mailloux
HONEYWELL INTERNATIONAL INC
October 17, 2022
Page 3
Interpretations on Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mindy Hooker at (202) 551-3732 or Jeff Gordon at (202) 551-3866
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

September 11, 2018
John Tus
Vice President and Controller
Honeywell International Inc.
115 Tabor Road
Morris Plains, NJ 07950
Re:Honeywell International Inc.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 9, 2018
File No. 001-08974
Dear Mr. Tus:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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Confidential Treatment Requested by Honeywell International Inc.

HON-001

Honeywell International Inc.

115 Tabor Road

Morris Plains, NJ 07950

August 20, 2018

VIA EDGAR AND COURIER

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Andrew Mew and Patrick Kuhn

Division of Corporation Finance

Office of Transportation and Leisure

Re:

Honeywell International Inc.

 Form 10-K for Fiscal Year Ended December 31, 2017

Filed February 9, 2018

 File No. 001-08974

Dear Mr. Mew and Mr. Kuhn:

On behalf of Honeywell International Inc., a Delaware corporation (“Honeywell” or the “Company”), reference is made to the letter from the Staff of the Division of Corporation Finance (the “Staff”), dated August 14, 2018 (the “Comment Letter”), regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2017 (“Form 10-K”) as previously filed with the Securities and Exchange Commission (the “Commission”) on February 9, 2018.

Certain confidential portions of this letter have been omitted by means of redacting a portion of the text and replacing it with “**CONFIDENTIAL TREATMENT REQUESTED BY HONEYWELL PURSUANT TO RULE 83**”. Pursuant to the provisions of 17 C.F.R. §200.83, the Company has separately submitted a copy of this letter containing the redacted portions of this letter to the Staff and has requested confidential treatment for those redacted portions.

Certain capitalized terms set forth in this letter are used as defined in the Form 10-K.  For your convenience, we have set forth below the Staff’s comment followed by the Company’s response thereto. All references to page numbers in our response are to the pages of the Form 10-K.

The Company respectfully submits the following as its response to the Staff:

Confidential Treatment Requested by Honeywell International Inc.

HON-002

Securities and Exchange Commission

Division of Corporation Finance

August 20, 2018

 Page 2

Form 10-K for Fiscal Year Ended December 31, 2017

Note 19. Commitments and Contingencies

Asbestos Matters, page 69

1.

We note that you estimate your Bendix and NARCO asbestos related liabilities for future claims based on specific time periods subsequent to your balance sheet date. Please explain why you use different time periods for estimating the liabilities for future asbestos claims for your Bendix products asbestos liability and your NARCO-related asbestos liability. In your response, also please provide us with an analysis that explains your facts and circumstances as well as your basis under ASC 450 to use those specific future time periods. To the extent you determine that the specific future time periods used were incorrect, please provide us with a materiality analysis and your assessment of whether there was a material weakness in internal controls over financial reporting.

Response:

Executive Summary

We have used different methodologies for estimating asbestos-related liabilities for Bendix and for the NARCO Trust due to the significant distinctions in claims data and histories between the two sets of asbestos-related liabilities.  Due to the inherent complexities of modeling numerous layers of uncertain inputs, Honeywell continues to believe that it is critical to retain outside asbestos liability valuation expertise to support our preparation of liability estimates.  The fundamental difference between estimating liability for Bendix and the NARCO Trust is the availability of a robust quantity and quality of information (or in the NARCO Trust case, the lack thereof) that has been available for us to use when attempting to make reasonable estimates of our contingent liability.  This is critical to understanding why we have used different methods to determine our reasonable estimates, for ASC 450-20 purposes, of our Bendix-related asbestos and NARCO Trust-related asbestos liabilities.  We outline below the facts and circumstances behind each of Bendix and the NARCO Trust to clearly differentiate the two and to explain why we have handled the accounting estimates in two different ways.  As described in more detail below and in the Appendices hereto, we are proposing to change our accounting treatment for Bendix asbestos-related liabilities to a terminal value time horizon.  We also discuss our materiality analysis related to that revision and our conclusion that the revision we intend to make does not indicate a material weakness in our internal control over financial reporting.  For NARCO Trust asbestos-related liabilities, we believe based on the absence of reliable claims data, that our current

Confidential Treatment Requested by Honeywell International Inc.

HON-003

Securities and Exchange Commission

Division of Corporation Finance

August 20, 2018

 Page 3

projection of liability is correct as it is the best available estimate and have described in detail our process and position based on the available facts.

Accounting Standards Codification 450, Contingencies (“ASC 450”), the authoritative accounting standard under U.S. GAAP concerning loss contingencies, provides that a company must accrue for a loss when that loss is both probable and reasonably estimable (ASC 450-20-25-2).  If a loss is reasonably possible but not probable and is reasonably estimable, then ASC 450-20-50-3 directs that a company disclose that contingent loss but not record an accrual.  ASC 450-20 makes clear that the same standards for accrual and disclosure of contingent liabilities apply to both unasserted claims as well as asserted claims.  Specifically, ASC 450-20-55-14 provides, “[w]ith respect to unasserted claims and assessments, an entity must determine the degree of probability that a suit may be filed or a claim or assessment may be asserted and the possibility of an unfavorable outcome. If an unfavorable outcome is probable and the amount of loss can be reasonably estimated, accrual of a loss is required by paragraph 450-20-25-2.” We have applied the requirements of ASC 450-20 both for our Bendix and NARCO Trust asbestos-related liabilities.

For Bendix, we believe that the accrual after the change to a terminal value horizon is appropriate as it is probable and reasonably estimable given the quality and quantity of reliable claims data in the tort system.  For the NARCO Trust, we believe that an accrual is necessary despite the challenges of estimating that accrual without sufficiently reliable data, and we believe our accrual estimation methodology (established in 2002) is the most reasonable approach in the absence of a more robust and reliable data set.  The Company has attempted to generate a better estimate of the accrual with the assistance of external experts (valuation experts and law firms) who concur with our assessment that the current inadequate data set does not present an opportunity to further refine the accrual.

Bendix

Upon thorough consideration of the Staff’s comments in its review of the Form 10 submitted to the Staff in connection with the proposed spin-off of Garrett Motion Inc. and of the application of ASC 450, Honeywell determined that we had not appropriately applied the provisions of ASC 450 when measuring asbestos liabilities related to unasserted Bendix claims.  Specifically, we concluded that the appropriate application of ASC 450-20 with respect to unasserted Bendix-related asbestos claims is to reflect the full term of the epidemiological projections in the measurement of such liability.  The Company intends to revise its historical consolidated financial statements in future filings

Confidential Treatment Requested by Honeywell International Inc.

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Securities and Exchange Commission

Division of Corporation Finance

August 20, 2018

 Page 4

to reflect the inclusion of the full term of the epidemiological projections (through 2059) in its measurement of liability for unasserted Bendix-related asbestos claims.

It is important to note that, unlike the NARCO Trust, Bendix claims have been addressed through the tort system since the mid-1970s, creating a body of historical claims information on which to rely when estimating a future projection of liability.  Each year, we have a substantial body of real-time data of claims asserted, dismissal rates and resolution values that is more than sufficiently robust to support reliable estimates.  The robustness of this data supported our conclusion that application of the claims data to the full term of the epidemiological projections yields a probable and reasonably estimable projection of liability under ASC 450.

As further discussed in Appendix A, Section 1 (Materiality Assessment), Honeywell does not believe that the above-described change in accounting reflects a material error.  In addition, as further discussed in Appendix A, Section 2 (SOX 404 Internal Control Assessment), Honeywell does not believe that the control deficiency that gave rise to the error represents a material weakness in internal control over financial reporting.

NARCO

History of NARCO Litigation and the NARCO Trust

Pre-Bankruptcy Experience.  North American Refractory Company (“NARCO”) asbestos claims arise primarily from alleged occupational exposure to asbestos-containing refractory brick and mortar for high-temperature applications.  NARCO ceased to manufacture these products in 1980, and the first asbestos claims were filed in the tort system against NARCO in 1983. Claims filings and costs were very minimal for a number of years, but increased dramatically in the late 1990s through 2001, which led to NARCO filing for bankruptcy in early 2002.  Once NARCO filed for bankruptcy in 2002, all then current and future NARCO asbestos claims were stayed pending operationalization of the NARCO Trust, a trust established in the course of bankruptcy proceedings for the evaluation and resolution of all NARCO asbestos claims.  Until the Trust became operational in 2013, no claims could be filed, and after the Trust became operational, all claims would be channeled to the Trust and dispositioned in accordance with the Trust Distribution Procedures.

Honeywell’s Involvement.  Honeywell’s predecessor, Allied Corporation owned NARCO from 1979 to 1986.  When the NARCO business was sold, Honeywell’s

Confidential Treatment Requested by Honeywell International Inc.

HON-005

Securities and Exchange Commission

Division of Corporation Finance

August 20, 2018

 Page 5

predecessor entered into a cross-indemnity agreement with NARCO which included an obligation to indemnify the purchaser for asbestos claims.  In connection with NARCO’s Chapter 11 filing, Honeywell proposed and agreed to work toward an agreed resolution of both NARCO and Honeywell’s NARCO-related asbestos liabilities.  Honeywell’s conceptual proposal was to create an asbestos trust, in accordance with 11 U.S.C. § 524(g), to which Honeywell would make an annual capped contribution.  Honeywell’s proposal was that its funding obligation would be evergreen (i.e., Honeywell would agree to provide funding to resolve valid NARCO asbestos claims on an as needed basis for as long as such claims were being presented).  In return, Honeywell would receive the benefit of a §524(g) channeling injunction and play an active role in the administration of the trust.

Ultimately, Honeywell’s initial proposal at the start of the NARCO Chapter 11 case was largely established through the NARCO Plan of Reorganization, consummated in April 2013.  The NARCO Trust Agreement and the NARCO Trust Distribution Procedures are the principal documents setting forth this structure.  These documents establish Honeywell’s evergreen funding obligations.  Importantly, they also establish the material operating rules for the Trust, including Honeywell audit rights and the criteria claimants must meet to have a “valid” claim paid.  These claims criteria include providing the Trust with adequate medical evidence of the claimant’s asbestos related condition and credible evidence of exposure to a specific NARCO asbestos-containing product.

Unique Nature of the NARCO Trust.  The NARCO Trust is unlike any other §524(g) trust.  There is no other trust with evergreen funding, and there is no other trust in which one of the trust settlors – in this case, Honeywell –  retains comprehensive audit rights, for the purpose of ensuring that the Trust continues to adhere to all of the requirements set forth in the Trust Distribution Procedures, including the exposure evidence requirements, throughout its claims processing.  In addition, the Trust’s heightened evidentiary requirements for determining which claims are “valid” and eligible for payout are considered to be more stringent than other § 524(g) asbestos trusts.

Another important aspect of the NARCO Trust is that the Trust holds 79% of the equity interest in (and can receive cash dividends from) Harbison-Walker International, Inc., the reorganized and renamed entity that emerged, fully operational, from the NARCO bankruptcy (“HWI”)1.  Per the Trust Agreement, the NARCO Trust is required to use all HWI proceeds to pay claims until those funds are exhausted.  It is only at this point that Honeywell’s funding obligation to the Trust is triggered.  As a result, there is

1  **CONFIDENTIAL TREATMENT REQUESTED BY HONEYWELL PURSUANT TO RULE 83**

Confidential Treatment Requested by Honeywell International Inc.

HON-006

Securities and Exchange Commission

Division of Corporation Finance

August 20, 2018

 Page 6

an unrelated primary source for funding that can affect Honeywell’s assessment of its accrual.

Trust Not Fully Operational Due to Procedural Disputes.  After the Trust was established in April 2013, the Trust began to receive, process and pay claims that had been “held in inventory” with plaintiffs’ counsel pending operationalization of the Trust.  As the Trust began to process and pay claims in 2014, Honeywell began to assert our audit rights.  In the course of doing so, we identified a number of issues with the manner in which the Trust was implementing the Trust Distribution Procedures.  Two significant deviations from the procedures are illustrative of the issues we encountered during our audit:

•

The NARCO Trust Distribution Procedures require that a claimant provide competent and credible proof that he or she was exposed to a specific NARCO asbestos containing product.  The typical means of doing this is to submit a claimant’s affidavit.  However, many plaintiffs’ firms were filing “form” affidavits – pre-printed, boilerplate forms with identical allegations simply parroting the language of the NARCO Trust Distribution Procedures – that all of their claimants executed.  As a variation on this approach, many claimants filed “check the box” affidavits, which listed all of the NARCO products for a claimant to select from and otherwise provided boilerplate allegations.  The NARCO Trust was accepting these affidavits as “credible” evidence and approving such claims as “valid.”

•

The NARCO Trust Distribution Procedures require that a claimant prove exposure to a specific NARCO asbestos containing product.  However, many claimants did not do so, and instead identified a worksite and alleged they had worked with “refractory products” at that site.  In secret, and in violation of the Trust Agreement’s consultation requirements, the NARCO Trustees adopted a “refractory inference,” essentially permitting the NARCO Trust to assume NARCO exposure if the claimant attested to “refractory” product exposure.

Honeywell’s objections to practices like the foregoing have resulted in litigation before the Bankruptcy Court, an 18-month litigation Standstill Agreement (pursuant to which the Trust deferred its final decision on payment of potentially impacted claims pending resolution of the relevant issue) which expired in October 2017, ongoing mediation and the possibility of further litigation in 201

August 14, 2018
John Tus
Vice President and Controller
Honeywell International Inc.
115 Tabor Road
Morris Plains, NJ 07950
Re:Honeywell International Inc.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 9, 2018
File No. 001-08974
Dear Mr. Tus:
            We have reviewed your filing and have the following comment.  Our comment asks you
to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2017
Note 19. Commitments and Contingencies
Asbestos Matters, page 69
1.We note that you estimate your Bendix and NARCO asbestos related liabilities for future
claims based on specific time periods subsequent to your balance sheet date.  Please
explain why you use different time periods for estimating the liabilities for future asbestos
claims for your Bendix products asbestos liability and your NARCO-related asbestos
liability.  In your response, also please provide us with an analysis that explains your facts
and circumstances as well as your basis under ASC 450 to use those specific future time
periods.  To the extent you determine that the specific future time periods used were
incorrect, please provide us with a materiality analysis and your assessment of whether
there was a material weakness in internal controls over financial reporting.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameJohn Tus
 Comapany NameHoneywell International Inc.
 August 14, 2018 Page 2
 FirstName LastName
John Tus
Honeywell International Inc.
August 14, 2018
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Patrick Kuhn at (202) 551-3308 or Andrew Mew at (202) 551-3377 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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       Honeywell International Inc.

   115 Tabor Road

   Morris Plains, New Jersey 07950

December 22, 2017

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Honeywell International Inc. Registration Statement on Form S-4

(File No. 333-221939)

Ladies and Gentlemen:

With respect to the above-referenced
registration statement (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the
Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission (the “Commission”)
accelerate the effective date of the Registration Statement, so that it is declared effective at 10:00 AM (Eastern Time) on December
28, 2017 or as soon as practicable thereafter.

In connection with this request for the
acceleration of the effective date of the Registration Statement, Honeywell International Inc. (the “Company”) acknowledges
that:

	(i)        should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

	(ii)        the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

	(iii)        the Company may not assert
staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Please contact Helena K. Grannis of Cleary
Gottlieb Steen & Hamilton LLP, counsel to the Company, at (212) 225-2376 or via email at hgrannis@cgsh.com, as soon as the
Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]

    Very truly yours,

    HONEYWELL INTERNATIONAL INC.

        /s/ Jeffrey N. Neuman

    Name:
    Jeffrey N. Neuman

    Title:
    Vice President, Corporate Secretary and Deputy General Counsel

    cc:
    Helena K. Grannis, Esq.

    Cleary Gottlieb Steen & Hamilton LLP

Mail Stop 3561
December 20, 2017

Darius Adamczyk
Chief Executive Officer
Honeywell International Inc.
115 Tabor Road
Morris Plains, N J 07950

Re: Honeywell International Inc.
  Registration Statement on Form S-4
Filed  December 7, 2017
  File No.  333-221939

Dear Mr. Adamczyk :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact  John Dana Brown  at (202) 551 -3859  with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

Mail Stop 4628

December 20, 201 7

Via E-Mail
Thomas A. Szlosek
Senior Vice President and Chief Financial  Officer
Honeywell International Inc.
115 Tabor Road
Morris Plains, NJ 07950

 Re: Honeywell International  Inc.
  Form 10-K for the Fiscal  Year Ended December 31, 2016
  Filed February 10 , 2017
File No. 1-8974

Dear Mr. Szlosek :

We refer you to our comment letter  dated  December 6, 2017  regarding potential business
contacts with Syria and Sudan .  We have completed our review of this subject matter.  We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Jeffrey Neuman,  Vice President, Deputy General Counsel and Corporate Secretary
Honeywell International Inc.

  Anne Parker
  Assistant Director

CORRESP
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December 19, 2017

VIA EDGAR

Ms. Cecilia D. Blye

Chief

Office of Global Security Risk

U.S. Securities and Exchange Commission

Washington, DC 20549

    RE:
    Honeywell International Inc.

        Form 10-K for the Fiscal Year Ended December 31, 2016

        Filed February 10, 2017

        File No. 1-8974

 Dear Ms. Blye:

We are writing in response to your letter dated
December 6, 2017 setting forth comments on the above-referenced Form 10-K. The numbered paragraphs below correspond to the numbered
paragraphs in your letter.

        1.
        Staff’s Comment: In your letter to us dated January 8, 2015, you discussed contacts with Syria and Sudan. Honeywell
        Generators website lists a dealer in the United Arab Emirates and states that the countries covered by this dealer include Syria
        and Sudan. As you are aware, Syria and Sudan are designated by the State Department as state sponsors of terrorism and are subject
        to U.S. economic sanctions and/or export controls. You do not provide disclosure about Syria or Sudan in your Form 10-K. Please
        describe to us the nature and extent of any past, current, and anticipated contacts with Syria or Sudan since your 2014 letter,
        whether through subsidiaries, distributors, resellers, affiliates, or other direct or indirect arrangements. You should describe
        any services, technology, products, equipment or components you have provided to Syria or Sudan, directly or indirectly, and any
        agreements, commercial arrangements, or other contacts with the governments of those countries or entities that they control. In
        this respect, we are aware of a recent news article reporting that the air forces of countries including Sudan have placed purchase
        orders for the KS-W jet trainer aircraft which are powered by a single turbofan engine designed and built by Honeywell Aerospace.

        Our Response: Since our letter to you dated January
        8, 2015 (our “2015 Letter”), Honeywell International Inc. (“Honeywell”) has not had any contacts with Syria
        or Sudan.

        We address each of your specific inquiries below.

        Honeywell Generators Website. Honeywell does not
        design, manufacture or sell power generators anywhere in the world.   On October 15, 2015, Honeywell and Generac Power
        Systems, Inc. (“Generac”) entered into a trademark license agreement (the “License Agreement”) pursuant
        to which Honeywell licensed to

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

December 19, 2017

Page 2

        Generac the right to use the “Honeywell” trademark in connection with the distribution
        and sale of certain categories of power generators in a limited number of countries. The website you reference is owned and controlled
        by Generac, not Honeywell. Moreover, under the terms of the License Agreement, Generac was not authorized by Honeywell to
        distribute or sell power generators under the Honeywell brand in either Sudan or Syria.  Prior to receipt of your letter,
        Honeywell had no knowledge that Generac had engaged distributors who might intend to distribute Honeywell-branded power generators
        in Sudan or Syria. Upon receipt of your letter, we immediately contacted Generac who informed us that they are unaware of any sales
        made by the distributor listed on their website in either Syria or Sudan. Generac committed to us that they would contact the distributor
        immediately to ensure that the distributor understand that no power generators may be sold in either of these countries. The Generac
        website has been remediated.

        KS-W Jet Trainer (K-8 Jet Trainer). Honeywell’s
        TFE731-2A-2A engine is used on the K-8 jet trainer aircraft produced by the China National Aero-Technology Import & Export
        Corporation (“CATIC”). Honeywell is not aware that Sudan has placed a purchase order for K-8 aircraft, and Honeywell
        has not received a purchase order for engines to be installed on aircraft ordered by Sudan. In accordance with an Official Ruling
        by the Department of Commerce, dated July 2005, sales of the engine are limited to eligible end users in eligible countries. Honeywell
        does not deliver engines for installation on K-8 aircraft without prior confirmation of compliance with the Official Ruling and
        with all applicable laws in every country in which we operate, including sanctions regulations administered by the U.S. Treasury’s
        Office of Foreign Assets Control (OFAC).

        2.
        Staff’s Comment: Please discuss the materiality of any contacts with Syria and Sudan you describe in response
        to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address
        materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities
        for the last three fiscal years and the subsequent interim period. 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. As you know, various state and municipal governments, universities, and other
        investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated
        state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed
        toward companies that have operations associated with Syria and Sudan.

Our Response: As noted in our response to the
comment above, since our 2015 Letter, Honeywell has not made any sales to Syria or Sudan and does not anticipate making any

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

December 19, 2017

Page 3

sales
at the present time whether through subsidiaries, distributors, resellers, affiliates, or other direct or indirect arrangements.

As we do not have operations associated with Syria or
Sudan, we are not aware of any adverse investor sentiment toward Honeywell in this regard nor any inquiries or recent indications
of divestment activity from state or municipal governments, universities or other investors.

 3. Staff’s Comment: Please tell us whether any contacts with Syria and Sudan you describe in response to the comments
above involve dual use products and, if so, the nature of the dual uses.

Our Response: Consistent with our responses to
the comments above, Honeywell has not had any contacts with Syria and Sudan that involve dual use products.

 4. Staff’s Comment: You state that you provide Section 13(r) information about Iran during the three months ended
December 31, 2016, and that you previously disclosed in your periodic reports activities, transactions or dealings relating to
Iran occurring in the first, second and third quarters of 2016. In future Annual Reports on Form 10-K, please disclose all activities
occurring during the period covered by the report as required by Section 13(r)(1) of the Securities Exchange Act of 1934.

Our Response: Thank you for your comment. In future
Annual Reports on Form 10-K, Honeywell will disclose all activities occurring during the period covered by the report as required
by Section 13(r)(1) of the Securities Exchange Act of 1934.

*    *    *    *    *    *    *    *    *    *    *

Please do not hesitate to call me at 973-455-4768 if you have any
questions or would like to discuss any aspect of this letter.

Sincerely,

/s/ Jeffrey N. Neuman

Jeffrey N. Neuman

Vice President, Corporate Secretary and

Deputy General Counsel

Mail Stop 4628

December 6 , 201 7

Via E-Mail
Thomas A. Szlosek
Senior Vice President and Chief Financial  Officer
Honeywell International Inc.
115 Tabor Road
Morris Plains, NJ 07950

 Re: Honeywell International  Inc.
  Form 10-K for the Fiscal  Year Ended December 31, 2016
  Filed February 10 , 2017
File No. 1-8974

Dear Mr. Szlosek :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with informati on so we may better
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your fact s and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. In your letter to us dated  January 8, 2015, you discussed contacts with Syria and Sudan.
Honeywell Generators website lists a dealer in the U nited Arab Emirates and states that
the countries covered by this dealer include Syria and Sudan .  As you are aware, Syria
and Sudan are designated  by the State Department as state sponsor s of terrorism and are
subject to U.S. economic sanctions and /or export controls .  You do not provide disclosure
about Syria or Sudan in your Form 10 -K.  Please describe to us the nature and extent of
any past, current, and anticipated contacts with Syria or Sudan since your 2014  letter,
whether through subsidiaries, distributors, resellers, affiliates, or other direct or indirect
arrangements .   You should describe any services, technology, products, equipment  or
components you have provided to Syria or Sudan , directly or indirectl y, and any
agreements, commercial arrangements, or other contacts with the government s of those

 Thomas A. Szlosek
 Honeywell International Inc.
  December 6 , 2017
  Page 2

 countries  or entities that they control . In this respect, we are aware of a recent news
article reporting that the air forces of countries including Sudan have placed purchase
orders for the KS -W jet trainer aircraft which are powered by a single turbofan engine
designed and built by Honeywell Aerospace.

2. Please discuss the materiality of any contacts with Syria and Sudan you describe in
response to the comment a bove, an d whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the la st three fiscal years and the subsequent interim period .  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 upo n a company’s reputation and share value.  As you know, v arious state and
municipal governments, universities, and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-desig nated state sponsors of terrorism.  You  should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Syria and Sudan .

3. Please tell us whether any contacts with Syria and Sudan you describe in response to the
comments above involve dual use products and, if so, the nature of the dual uses.

Item 9B. Other Information

4. You state that you provide Section 13(r) information about Iran during the three months
ended December 31, 2016, and that you previously disclosed in your periodic reports
activities, transactions or dealings relating to Iran occurring in the first, second and third
quarters of 2016.  In future Annual Reports on From 10 -K, please disclose all activities
occurring during the period covered by the report as required by Section 13(r)(1) of the
Securities Exchange Act of 1934.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding an y review, comments, action or absence of
action by the staff.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

 Thomas A. Szlosek
 Honeywell International Inc.
  December 6 , 2017
  Page 3

 cc:  Jeffrey Neuman,  Vice President, Deputy General Counsel and Corporate Secretary
Honeywell International Inc.

  Anne Parker
  Assistant Director

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

      DIVISION OF
CORPORATION FINANCE

January 21, 2015

Via E-mail
Adam M. Matteo
Vice President and Controller
Honeywell International Inc.
101 Columbia Road
Morris Township, NJ 07962

 Re: Honeywell International  Inc.
  Form 10-K for the Fiscal Year Ended December 31 , 2013
  Filed February 14 , 2014
  File No. 1-08974

Dear M r. Matte o:

We refer you to our comment letter dated December 15, 2014 regarding business contacts
with Sudan and Syria.  We have completed our review of this subject matter.  We remind you
that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or 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.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require .

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Anne Nguyen Parker
  Assistant Director
 Division of Corporation Finance

CORRESP
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filename1.htm

January 8, 2015

VIA EDGAR

Ms. Cecilia D. Blye

Chief

Office of Global Security Risk

U.S. Securities and Exchange Commission

Washington, DC 20549-5546

    RE:
    Honeywell International Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2013

    Filed February 14, 2014

    File No. 1-08974

Dear Ms. Blye:

We are writing in response to your letter
dated December 15, 2014 setting forth comments on the above-referenced Form 10-K. The numbered paragraphs below correspond to the
numbered paragraphs in your letter.

· Staff’s Comment: In your letters to us dated July 8, 2011 and August 5, 2011, you discussed contacts with Sudan
and Syria. A March 2013 Aeolus Air customer success story on your website states that Aeolus Air’s A-320-200 aircraft is
currently leased to Tarco Air, an airline that provides passenger flights in Sudan. In addition, Honeywell Security’s website
lists Syria in its worldwide locations section; Controlead’s website states that it specializes in Honeywell products and
services in the automation industry throughout the Syrian market and includes your logo; and we are aware of a 2012 article by
a Honeywell Process Solutions Vice President which states that he is responsible for managing business growth in seven countries
including Syria. As you are aware, Sudan and Syria are designated by the State Department as state sponsors of terrorism, and are
subject to U.S. economic sanctions and export controls. You do not provide disclosure about these countries in the Form 10-K.

Please describe to us the nature and extent of your
past, current and anticipated contacts with Sudan and Syria since your 2011 letters, whether through subsidiaries, affiliates,
distributors, resellers or other direct or indirect arrangements. You should describe any products or services provided, directly
or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities
they control.

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

January 8, 2015

Page 2

Our Response:1

Honeywell International Inc. (“Honeywell” or “the
Company”) is a diversified technology and manufacturing company, serving customers worldwide with aerospace products and
services, control, sensing and security technologies for buildings, homes and industry, turbochargers, automotive products, specialty
chemicals, electronic and advanced materials, process technology for refining and petrochemicals, and energy efficient products
and solutions for homes, business and transportation.

Honeywell has no employees, operations, subsidiaries, joint
venture interests or other investments in Sudan or Syria.

We address each of your specific inquiries below.

Aeolus Air

Honeywell’s commercial arrangements with Aeolus Air did
not relate to the Republic of Sudan (sometimes referred to as North Sudan). Rather, pursuant to our agreement with Aeolus
Air, Honeywell provided a navigation database (NavDB) service for safety of flight to an Airbus 320 aircraft. NavDB is a compilation
of current published navigational waypoint and air route data that is used for flight safety purposes. The data comprises publicly
available information taken from a range of sources, including airports and national aviation authorities (such as the Federal
Aviation Administration), and conforms to the Aeronautical Radio Incorporated Navigation System Data Base international standard
known as “ARINC 424.”

The NavDB service has previously been reviewed by both the U.S.
Treasury Department’s Office of Foreign Assets Control (“OFAC”) and the U.S. Commerce Department’s Bureau
of Industry and Security (“BIS”) and confirmed by these agencies as exempt information not subject to the Export Administration
Regulations, 15 C.F.R. Part 730 et seq. (“EAR”) and ruled as “publicly available” information. Accordingly,
Honeywell’s provision of the NavDB service to Aeolus Air is permissible under U.S. law.

Honeywell has no contract, understanding or arrangement with
Tarco Air.

Honeywell Security

The reference on Honeywell Security’s website to Syria
is outdated and erroneous and has been removed.

1 We assume your references to “Sudan”
mean the Republic of Sudan (sometimes referred to as North Sudan) and not the Republic of South Sudan.

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

January 8, 2015

Page 3

Controlead

Controlead was a non-exclusive distributor of Honeywell Automation
and Controls Solutions products in Syria. A non-U.S. subsidiary of Honeywell was selling a limited number of non-U.S. origin items
to Controlead in Syria in late 2011 and early 2012. Honeywell’s non-U.S. subsidiaries ceased dealings with Controlead in
February 2012. Honeywell has instructed Controlead to remove all references to Honeywell
from its website and to cease and desist from representing itself in any context as a Honeywell authorized distributor in Syria.

Honeywell Process Solutions

According to our records, the Vice President cited in the article never visited nor did any business in Syria since at least
June 2011.

Since 2011, the Honeywell products, services and process technology that have been sold or provided to customers in North Sudan and Syria consistent with the U.S. sanctions and export control
laws were predominantly focused on safety and productivity. These products, services and process
technology included:

 · Repair and overhaul of a U.S.-origin auxiliary power unit for a Syrian airline pursuant to a U.S. Department of Commerce export
license issued in support of safety of flight.

 · Provision to Syria of non-U.S. origin fire and smoke detectors, fire detection and alarm systems, gas detection equipment,
sensors for medical equipment, and process technology control systems, licenses and related engineering services by non-U.S. subsidiaries
of Honeywell.

 · Provision by Honeywell’s non-U.S. subsidiary of satellite based asset tracking services and non-U.S. origin items to
the United Nations World Food Programme in South Sudan which may also have involved the official UN activities in North Sudan.

2. Staff’s Comment: Please discuss the materiality of any contacts with Sudan and Syria you describe in response
to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address
materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities
for the last three fiscal years and the subsequent interim period. 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. As you know, various

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

January 8, 2015

Page 4

state and municipal governments, universities, and
other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such
actions directed toward companies that have operations associated with Sudan and Syria.

Our Response: Below is a summary of
Honeywell’s revenues from sales to Syria and to the United Nations in Sudan during the third and fourth quarters of 2011,
as well as fiscal years 2012, 2013, and 2014. We also include the amount of such revenues as a percentage of Honeywell’s
total revenue. By way of background, Honeywell’s total revenue earned during the relevant periods were approximately $18.9
billion in the third and fourth quarters of 2011; $37.7 billion in 2012; $39.1 billion in 2013; and $30.0 billion in the first
three quarters of 2014.

Revenue by Period
(in millions)

    Sudan

    Syria

    Third and Fourth

    Quarters of 2011

    $0.820

    (0.00%)

    $2.520

    (0.01%)

    Fiscal Year 2012

    $0.174

    (0.00%)

    $0.638

    (0.00%)

    Fiscal Year 2013

    $0.178

    (0.00%)

    $0.212

    (0.00%)

    Fiscal Year 2014

    $0.000

    (0.00%)

    $0.000

    (0.00%)

Honeywell’s business activities with
respect to Sudan and Syria, which are consistent with U.S. law, represent a de minimis amount, both on an absolute basis
and as a percentage of our consolidated revenues. Moreover, we believe that we clearly address the risk of doing business outside
of the U.S. in our Risk Factors disclosure which highlights that an increasing percentage of its sales and operations is in non-U.S.
jurisdictions and, therefore, is subject to certain economic, political, regulatory and other risks, as follows:

“An increasing percentage of our sales
and operations is in non-U.S. jurisdictions and is subject to the economic, political, regulatory and other risks of international
operations.

Our international operations,
including U.S. exports, comprise a growing proportion of our operating results. Our strategy calls for increasing sales to and
operations in overseas markets, including developing markets such as China, India, the Middle East and other high growth regions.

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

January 8, 2015

Page 5

In 2013, approximately 55
percent of our total sales (including products manufactured in the U.S. and sold outside the U.S. as well as products manufactured
in international locations) were outside of the U.S. including approximately 29 percent in Europe and approximately 13 percent
in Asia. Risks related to international operations include exchange control regulations, wage and price controls, employment regulations,
foreign investment laws, import, export and other trade restrictions (such as embargoes), changes in regulations regarding transactions
with state-owned enterprises, nationalization of private enterprises, government instability, acts of terrorism, and our ability
to hire and maintain qualified staff and maintain the safety of our employees in these regions. We are also subject to U.S. laws
prohibiting companies from doing business in certain countries, or restricting the type of business that may be conducted in these
countries. The cost of compliance with increasingly complex and often conflicting regulations worldwide can also impair our flexibility
in modifying product, marketing, pricing or other strategies for growing our businesses, as well as our ability to improve productivity
and maintain acceptable operating margins.

With more than half of the
Company’s sales generated internationally, global economic conditions can have a significant impact on our total sales. Uncertain
global economic conditions arising from a tepid recovery in the Euro zone and varying rates of growth in emerging regions could
reduce customer confidence that results in decreased demand for our products and services, disruption in payment patterns and higher
default rates, a tightening of credit markets (see risk factor below regarding volatility of credit markets for further discussion)
and increased risk regarding supplier performance. Volatility in exchange rates of emerging market currencies present uncertainties
that complicate planning and could unexpectedly impact our profitability, presenting increased counterparty risk with respect to
the financial institutions with whom we do business. While we employ comprehensive controls regarding global cash management to
guard against cash or investment loss and to ensure our ability to fund our operations and commitments, a material disruption to
the financial institutions with whom we transact business could expose Honeywell to financial loss.

Sales and purchases in currencies
other than the U.S. dollar expose us to fluctuations in foreign currencies relative to the U.S. dollar and may adversely affect
our results of operations. Currency fluctuations may affect product demand and prices we pay for materials, as a result, our operating
margins may be negatively impacted. Fluctuations in exchange rates may give rise to translation gains or losses when financial
statements of our non-U.S. businesses are translated into U.S. dollars. While we monitor our exchange rate exposures and seek to
reduce the risk of volatility through hedging activities, such activities bear a financial cost and may not always be available
to us or successful in significantly mitigating such volatility.”

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

January 8, 2015

Page 6

We do not believe there is any qualitative
basis for determining that business with North Sudan or Syria is or has been material. In addition to the de minimis nature
of this business as described above and the absence of any operations or investments in those countries, Honeywell guards against
risk to reputation and share value by maintaining robust and effective policies and procedures designed to ensure compliance with
all laws applicable to doing business in these countries. These internal controls include:

 · A formal corporate policy governing adherence to all applicable sanctions and export control laws and regulations;

 · Extensive training on sanctions laws and export controls;

 · A robust integration process to ensure that newly acquired companies understand and comply with Honeywell’s policies
and procedures;

 · Focused and extensive awareness training for the non-U.S. subsidiaries whose activities include conducting business with sanctioned
countries;

 · Legal review to ensure proposed transactions comply with applicable export control and sanctions laws;

 · Dedicated non-U.S. compliance resources and/or outside counsel assigned to review proposed transactions to ensure compliance
with Honeywell’s policies and procedures; and

 · Automated order management systems and other related information technology tools at key sites to help ensure that no unauthorized
orders are accepted or shipments made to sanctioned countries.

In addition, we are not aware of any adverse
investor sentiment expressed regarding business activities in these countries nor any inquiries or recent indications of divestment
activity from state or municipal governments, universities or other investors.

3. Staff’s Comment: Please tell us whether any of your contacts with Sudan or Syria involve products or technology
that are dual use, or are listed on the Department of Commerce’s Commerce Control List.

Our response:

The Honeywell products, services and process technology that have been sold or provided to customers in Sudan and Syria are predominantly focused on safety and productivity. In
fact, most of these items are non-U.S. items sold by Honeywell’s non-U.S. subsidiaries. As

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

January 8, 2015

Page 7

noted above, the NavDB product is not listed on the Department
of Commerce’s Commerce Control List.

*        *        *        *        *        *        *        *        *        *        *

Honeywell acknowledges its responsibility
for the adequacy and accuracy of the disclosure in the filing. We also acknowledge that Staff comments or changes in disclosures
in response to Staff comments do not foreclose the Commission from taking action with respect to the filing and that Honeywell
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.

Please do not hesitate to call me at 973-455-4768
if you have any questions or would like to discuss any aspect of this letter.

    Sincerely,

    /s/ Adam M. Matteo

    Adam M. Matteo

    Vice President,  Corporate Controller

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

      DIVISION OF
CORPORATION FINANCE

December 15 , 2014

Via E-mail
Adam M. Matteo
Vice President and Controller
Honeywell International Inc.
101 Columbia Road
Morris Township, NJ 07962

 Re: Honeywell International  Inc.
  Form 10-K for the Fiscal Year Ended December 31 , 2013
  Filed February 14 , 2014
  File No. 1-08974

Dear M r. Matte o:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments, we ask  you to provide us with information so we may better
understand yo ur disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. In your letters to us dated July 8, 2011 and August 5, 2011, you discussed contacts
with Sudan and Syria . A March 2013 Aeolus Air customer success story on your
website states that Aeolus Air’s A -320-200 aircraft is currently leased to Tarco Air,
an airline that provides passenger flights in Sudan.  In addition, H oneywell Security’s
website lists Syria in its worldwide locations section; Controlead’s website states that
it specializes in Honeywell products and services in the automation industry
throughout the Syrian market and includes your logo; and we are aware of a 2012
article by a Honeywell Process Solutions Vice President which states that he is
responsible for managing business growth in seven countries including Syria.  As you
are aware, Sudan and Syria are designated by the State Department as state sponso rs
of terrorism, and are subject to U.S. economic sanctions and export controls.  You do

Adam M. Matteo
Honeywell International Inc.
December 15 , 2014
Page 2

 not provide disclosure about these countries in the Form 10 -K.

Please describe to us the nature and extent of your past, current, and anticipated
contacts with Suda n and Syria since your 2011 letters, whether through subsidiaries,
affiliates, distributors, resellers or other direct or indirect arrangements.  You should
describe any products or services provided, directly or indirectly, and any agreements,
commercial arrangements, or other contacts with the governments of those countries
or entities they control.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe  in
response to the comment above, and whether those contacts constitute a mate rial
investment risk for your security holders.  You should address materiality in
quantitative terms, including the approximate dollar amounts of any associated
revenues, assets, and liabilities for the last three fiscal years and the subsequent
interim period .  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.  As you  know, various state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar
initiatives regarding investment in companies that do business with U.S. -designated
state sponsors of terrorism.  You should ad dress the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations
associated with Sudan and Syria.

3. Please tell us whether any your contacts with Sudan or Syria involve products or
technology that  are dual use, or are listed on the Department of Commerce’s
Commerce Control List.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written 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 Commissio n or any person under the federal securities laws of the United States.

Adam M. Matteo
Honeywell International Inc.
December 15 , 2014
Page 3

Please contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

July 30, 201 2

 Via E -mail
 Kathleen A. Winters
 Vice President and Controller
 Honeywell International Inc.
 101 Columbia Road
 Morris Township , NJ 07962

Re: Honeywell International Inc.
 Form 10-K for Fiscal Y ear Ended December  31, 2011
Filed February  17, 2012
File No. 001 -08974

Dear Ms. Winters :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not  foreclose the Commission from taking
any action with respect to the company or 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 Unite d States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

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

CORRESP
1
filename1.htm

July 9, 2012

Lyn Shenk

Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

    RE:
    Honeywell International Inc.

    Form 10-K for the year ended December 31, 2011

    File No. 001-08974

Dear Mr. Shenk:

This letter provides Honeywell International Inc.’s (“Honeywell”
or the “Company”) response to your letter dated July 5, 2012, setting forth the Staff’s comments on the above
referenced Form 10-K. The numbered paragraphs below correspond to the numbered paragraphs in your letter.

Form 10-K: For the fiscal year ended December
31, 2011

Cybersecurity incidents could disrupt business
operations, page 12

1. Staff’s Comment: In response to
our prior comment 1, you state that the types of cybersecurity threats and incidents that you have experienced fall within the
range of threats identified in your cybersecurity risk factor on page 12 of your Form 10-K. Beginning with your next Form 10-Q,
please expand your risk factor to simply state this fact.

Our Response: We will expand
our cybersecurity risk factor to explicitly state that the types of cybersecurity threats and incidents that we have experienced
fall within the range of threats we have identified on page 12 of our Form 10-K for the year ended December 31, 2011. However,
we believe that the appropriate timeframe and filing in which to do so is our Form 10-K for the fiscal year ending December 31,
2012, for the reasons set forth below. As we previously noted, none of the cybersecurity threats or incidents experienced have
been material to the Company, either individually or in the aggregate, taking into account the factors referenced in CF Disclosure
Guidance Topic 2. We note that Item 1A of Part II – Other Information of Form 10-Q requires the inclusion of “any material
changes from risk factors as previously disclosed…” (emphasis added). We do not believe the suggested revision represents
a “material change” to our existing cybersecurity risk factor which identified the threats most applicable to us, based
on the

types of threats
  or incidents actually experienced by us. Inclusion of a standalone revised
  cybersecurity risk factor in our next 10-Q could leave the impression that
  either we had experienced material threats or incidents, or that this particular
  risk factor represents a heightened concern for us, neither of which is accurate.
  We believe updating the cybersecurity risk factor in the context of all of
  our risk factors in our Form 10-K for the fiscal year ending December 31, 2012
  is a clearer and more accurate approach in this instance.

Management’s
  Discussion and Analysis, page 23

Critical Accounting Policies, page 47

Sales Recognition on Long-Term Contracts,
page 52

2. Staff Comment: We note your response to
our prior comment 2 relating to the impacts of changes in estimates on your results. Should aggregate net adjustments become material
to segment profit or consolidated operating income in the future, please separately quantify gross favorable and gross unfavorable
changes in estimates material to either consolidated or segment results, accompanied by an appropriate level of analysis. We believe
disclosure on this basis complies with the requirements of ASC 250-10-50-4, ASC 605-35-25-86, and ASC 605-35-50-9 and believe such
disclosure will give investors more insight to the estimation process associated with your contracts, as discussed in “Critical
Accounting Policies,” and the impacts on your results.

Our Response: In
future filings, if aggregate net adjustments become material to segment profit or consolidated operating income,
we will separately quantify gross favorable and gross unfavorable changes in estimates material to either consolidated or segment
results, accompanied by an appropriate level of analysis.

* * * * * * * *

Honeywell acknowledges its responsibility for the adequacy and accuracy
of the disclosure in its filings under the Securities Exchange Act of 1934. We also acknowledge that Staff comments or changes
to disclosures in response to Staff comments do not foreclose the Commission from taking action with respect to the filings and
that Honeywell 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.

If you have any questions or would like to discuss any aspect of
this letter, please call the undersigned at (973) 455-3354, or Tom Larkins, Vice President, Corporate Secretary and Deputy General
Counsel, at (973) 455-5208.

Sincerely,

/s/ Kathleen A. Winters

Kathleen A. Winters

Vice President and Controller

July 5, 201 2

 Via E -mail
 Kathleen A. Winters
 Vice President and Controller
 Honeywell International Inc.
 101 Columbia Road
 Morris Township, NJ 07962

Re: Honeywell International Inc.
 Form 10-K for Fiscal Y ear Ended December  31, 2011
Filed February 17 , 201 2
Response dated June 12, 2012
File No. 001 -08974

Dear Ms. Winters :

We have reviewed your  response letter dated  June 12, 2012  and have the following
comment s.  Our comment s ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by providing the requested
information.   If you do not believe our comment s apply to your facts and circumstances, plea se
tell us why in your response.

After reviewing the information you provide in response to these comment s, we may
have  additional comments.

Cybersecurity incidents could disrupt business operations, page 12

1. In response to our prior com ment 1, you state that the types of cybersecurity threats and
incidents that you have experienced fall within the range of threats identified in your
cybersecurity risk factor on page 12 of your Form 10 -K.  Beginning with your next Form 10 -
Q, please expand  your risk factor to simply state this fact.

Management’s Discussion and Analysis, page 23

Critical Accounting Policies, page 47

Sales Recognition on Long -Term Contracts, page 52

2. We note your response to our prior comment 2 relating to the impacts of changes in estimates
on your results.  Should aggregate net adjustments become material to segment profit or

Kathleen A. Winters
Honeywell International Inc.
July 5, 2012
Page 2

 consolidated operating income in the future, please separately quantify gross favorable and
gross unfavorable changes in estimates material to eith er consolidated or segment results,
accompanied by an appropriate level of analysis.   We believe disclosure on this basis
complies with the requirements of ASC 250 -10-50-4, ASC 605 -35-25-86, and ASC 605 -35-
50-9 and believe such disclosure will give investo rs more insight to the estimation process
associated with your contracts, as discussed in “Critical Accounting Policies,” and the
impacts on your results.

You may contact Patrick Kuhn at (202) 551 -3308 or me at (202) 551 -3380 with any
questions  regardin g comments on the financial statements and related matte rs.  Please contact
Nolan McWilliams at (202) 551 -3217 or Lauren Nguyen at (202) 551 -3642  with any other
questions.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

June 12, 2012

Lyn Shenk

Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

 RE:

 Honeywell
 International Inc.

 Form 10-K
 for the year ended December 31, 2011

 File No.
 001-08974

Dear Mr.
Shenk:

This letter
provides Honeywell International Inc.’s (“Honeywell” or the “Company”) response
to your letter dated May 17, 2012, setting forth the Staff’s comments on the
above referenced Form 10-K. The numbered paragraphs below correspond to the
numbered paragraphs in your letter.

Form 10-K: For the
fiscal year ended December 31, 2011

Cybersecurity
incidents could disrupt business operations, page 12

1. Staff’s Comment:
We note that you rely on information technology and systems for many of your
business operations. We also note that you disclose that you employ
comprehensive measures to prevent, detect, address and mitigate threats to your
technology and systems. Please describe to us the types of cybersecurity
threats and attacks that you have experienced recently and the related
consequences. In addition, tell us what consideration you gave to tailoring
your risk factor disclosure to more clearly state that you have been subject to
attacks in the past and to highlight the potential consequences of the types of
attacks that are most concerning to you. Please refer to the Division of
Corporation Finance’s Disclosure Guidance Topic No 2 at
http://www.sec.gov/divisions/corpfin/guidance/cfguidance-topic2.htm for
additional information.

Our Response: The
types of cybersecurity threats and incidents that we have experienced fall
within the range of threats identified in our cybersecurity risk factor on page
12 of our Form 10-K for the year ended December 31, 2011 (“2011 Form 10-K”).
None of those threats or incidents has been material to the Company, either
individually or in the aggregate, taking into account the factors referenced in
CF Disclosure Guidance Topic 2. As stated in the cybersecurity risk factor and
referenced in your letter, we employ
comprehensive measures to prevent, detect, address and mitigate cybersecurity
threats.

We developed
our risk factor disclosure taking into consideration both the Regulation S-K
Item 503(c) requirements for risk disclosures generally and the specific
guidance set forth in CF Disclosure Guidance Topic 2. Accordingly, we believe
that:

 •

 the risk
 factor disclosure clearly describes both the nature of the material risks
 (“the misappropriation, destruction, corruption or unavailability of critical
 data and confidential or proprietary information (our own or that of third
 parties) and the disruption of business operations”) and the potential
 consequences of these material risks (“reputational damage, litigation with
 third parties, diminution in the value of our investment in research,
 development and engineering, and increased cybersecurity protection and
 remediation costs, which in turn could adversely affect our competitiveness
 and results of operations”); and

 •

 no further
 disclosure regarding known cybersecurity incidents is necessary (i) to place
 the discussion of cybersecurity risks in context or (ii) to address the
 guidance set forth in CF Disclosure Guidance Topic 2, which by its terms
 relates to “material” cyber attacks experienced by a registrant.

As we do for
the other items highlighted in our risk factor disclosure, we will continue to
monitor cybersecurity threats and incidents as part of our standard quarterly
close process and evaluate the need for disclosure based on applicable rules
and interpretive guidance, including CF Disclosure Guidance Topic 2.

Management’s
Discussion and Analysis, page 23

Critical Accounting
Policies, page 47

Sales Recognition on
Long-Term Contracts, page 52

2. Staff Comment: We
note your disclosure that you recognized approximately 16 percent of your total
net sales using the percentage-of-completion method for long-term contracts in
your Automation and Control Solutions, Aerospace and Performance Materials and
Technologies segments and revenue and cost estimates are regularly monitored
and revised based on changes in circumstances. Please tell us the aggregate
gross amounts of favorable and unfavorable changes in estimates recognized in
2011, 2010 and 2009.

Our Response: Honeywell’s
total revenue from long-term contracts using percentage-of- completion method
was 16 percent or less in each of the last three fiscal years. The table below
shows Honeywell’s aggregate gross amounts of favorable and unfavorable changes
in estimates recognized in 2011, 2010 and 2009.

    (in millions)

    2011

    2010

    2009

    Gross
            Favorable Adjustments

    $

    300

    $

    288

    $

    273

    Gross Unfavorable Adjustments

    $

    (211

    )

    $

    (167

    )

    $

    (157

    )

    Net Adjustments

    $

    89

    $

    121

    $

    116

    Total Consolidated Segment
            Profit

    $

    5,357

    $

    4,485

    $

    3,991

    Net Adjustments
            -% of Total Consolidated Segment Profit

    1.7%

    2.7%

    2.9%

As reflected
above, changes in estimates related to the percentage-of-completion method were
not material to Honeywell’s results of operations in any of the last three
fiscal years. Consistent with the revenue recognition guidance for
percentage-of-completion accounting, these changes in estimates reflect
continuous and normal course accounting. Consistent with our large number of
customer contracts and continuous monitoring process, we typically have a large
number of small dollar adjustments. In the most recent year ended December 31,
2011, we had more than 13,300 gross favorable adjustments and 10,200 gross
unfavorable adjustments with an average gross dollar per adjustment of approximately
$22,500 and $20,500 respectively. No single adjustment was greater than $4.5
million or 0.08% of total consolidated segment profit. As part of the standard
quarterly close process, we review and monitor any significant changes in
estimates for percentage-of-completion contracts. We perform 1) a full
estimate-at-completion (“EAC”) analysis of percentage-of-completion contracts
at least annually, 2) a full EAC analysis of percentage-of-completion contracts
with cost variances, 3) a quarterly review of key changes or drivers in
percentage-of-completion contracts, and 4) a final review upon project
completion (except, in the case of items 1-3 above, where the contract is of an
insignificant amount or the cost variance is de minimis, as applicable). Due to
the lack of materiality of changes in estimates in each of the last three
fiscal years, we do not believe that any additional disclosure regarding these
changes was necessary. If changes in estimates were to become material,
individually or in aggregate, we would include appropriate disclosure in future
filings.

* * * * * * * *

Honeywell acknowledges its responsibility for
the adequacy and accuracy of the disclosure in its filings under the Securities
Exchange Act of 1934. We also acknowledge that Staff comments or changes to
disclosures in response to Staff comments do not foreclose the Commission from
taking action with respect to the filings and that Honeywell 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.

If you have any questions or would like to
discuss any aspect of this letter, please call the undersigned at (973)
455-3354, or Tom Larkins, Vice President, Corporate Secretary and Deputy
General Counsel, at (973) 455-5208.

Sincerely,

/s/ Kathleen
A. Winters

Kathleen A. Winters
Vice President and Controller

May 17, 201 2

 Via E -mail
 Kathleen A. Winters
 Vice President and Controller
 Honeywell International Inc.
 101 Columbia Road
 Morris Township , NJ 07962

Re: Honeywell International Inc.
 Form 10-K for Fiscal Y ear Ended December  31, 2011
Filed February  17, 201 2
File No. 001-08974

Dear Ms. Winters :

We have reviewed your filing an d have the following comment s.  Our comment s ask you
to provide us with information so we may better understand your disclosure s.

Please respond to this letter within ten business days by confirming that you will revise
your document in future filings and providing the requested information.   If you do  not believe
our comment s applies to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comment s, we may
have  additional comments.

Cybersecurity incidents cou ld disrupt business operations, page 12

1. We note that you rely on information technology and systems for many of your business
operations.   We also note that you disclose that you employ comprehensive measures to
prevent, detect, address and mitigate thre ats to your technology and systems.   Please describe
to us the types of cybersecurity threats and attacks that you have experienced recently and the
related consequences.   In addition, tell us what consideration you gave to tailoring your risk
factor discl osure to more clearly state that you have been subject to attacks in the past and to
highlight the potential consequences of the types of attacks that are most concerning to you.
Please refer to the Division of Corporation Finance’s Disclosure Guidance Top ic No 2 at
http://www.sec.gov/divisions/corpfin/guidance/cfguidance -topic2.htm  for additional
information.

Kathleen A. Winters
Honeywell International Inc.
May 17, 2012
Page 2

 Management’s Discussion and Analysis, page 23

Critical Accou nting Policies, page 47

Sales Recognition on Long -Term Contracts, page 52

2. We note your disclosure that you recognized approximately 16 percent of your total net sales
using the percentage -of-completion method for long -term contracts in your Automation and
Control Solutions, Aerospace and Performance Materials and Technologies segm ents and
revenue and cost estimates are regularly monitored and revised based on changes in
circumstances.  Please tell us the aggregate gross amounts of favorable and unfavorable
changes in estimates recognized in 2011, 2010 and 2009.

We urge all per sons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its mana gement are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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.

You may contact Patrick Kuhn at (202) 551 -3308 or me at (202) 551 -3380 with any
questions  regarding comments on the financial statements and related matte rs.  Please contact
Nolan McWilliams at (202) 551 -3217 or Lauren Nguyen at (202) 551 -3642  with any other
questions.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

   August 15, 2011
Via Facsimile

Kathleen A. Winters
Vice President and Controller Honeywell International Inc. 101 Columbia Road
Morris Township, NJ 07962

 Re: Honeywell International Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2010   Filed February 11, 2011   File No. 001-8974
Dear Ms. Winters:
 We refer you to our comment letters dated June 9, 2011 and July 22, 2011
regarding business contacts with Iran, Syria and Sudan.  We have completed our review
of this subject matter.  We remind you that our comments or change s to disclosure in
response to our comments do not foreclose the Commission from taking any action with
respect to the company or 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.  We urge all persons  who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes
the information the Securities Exchange Ac t of 1934 and all applic able rules require.

        S i n c e r e l y ,

        /s/ Cecilia Blye           C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Max Webb   Assistant Director  Division of Cor poration Finance

CORRESP
1
filename1.htm

 August 5, 2011

VIA EDGAR

Ms. Cecilia D. Blye

Chief

Office of Global Security Risk

U.S. Securities and Exchange Commission

Washington, DC 20549-5546

    RE:
    Honeywell International Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2010

    Filed February 11, 2011

    File No. 001-8974

    Response Letter Filed July 8, 2011

Dear Ms. Blye:

We are writing in response to your letter dated
July 22, 2011 setting forth comments on the above-referenced Response Letter. The numbered paragraphs below correspond to the numbered
paragraphs in your July 22 letter.

1.
Staff’s Comment: We note from your response to our comment letter dated June 9, 2011, that you have committed to accept
no new business in Iran; that you have ceased doing business in Sudan; and that you had some revenues from Iran in 2011. Please
tell us whether you have ongoing legacy or other business in Iran or Sudan, or otherwise have remaining contractual obligations
with respect to business in those countries. Tell us whether any such remaining business involves products or services for refinery
and petrochemical applications.

Our Response: Honeywell has no ongoing legacy
or other business in Sudan and does not have any remaining contractual obligations with respect to business in that country.

As noted in Honeywell’s prior submission, Honeywell
committed in 2010 to undertake no new business in Iran and is in full compliance with applicable sanctions laws, including the
Comprehensive Iran Sanctions, Accountability and Divestment Act 0f 2010 (“CISADA”). Moreover, Honeywell has in place

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

August 5, 2011

Page 2

extensive
  controls to ensure adherence to all applicable sanctions laws. See our response
  to Staff’s Comment No. 2 in our
  initial Response Letter for further discussion of these internal controls.

Prior to the Company’s commitment to accept no
new business in Iran, UOP Limited, a UK subsidiary of Honeywell (“UOP”), had licensed process technology and provided
related products (catalysts and adsorbents) and services for refining and petrochemical applications. Although some of these legacy
contracts anticipated that UOP would provide additional products, services and technology, UOP has ceased performance under these
agreements.

Honeywell’s Automation and Control Solutions operating
segment also has remaining contractual obligations in Iran. These obligations are not related to refinery or petrochemical applications
and were entered into prior to the Company’s commitment to accept no new business in Iran and/or prior to the acquisition
of the relevant entity by Honeywell (in the case of acquired entities, Honeywell compliance policies and procedures have been fully
implemented as part of our acquisition integration process).

As we stated in our initial Response Letter, the Company’s
business activities in Iran have at all times been de minimis and immaterial.

2.
Staff’s Comment: Please tell us whether the products and services that you sell or have sold in Iran, Syria
or Sudan, other than those licensed by the Commerce Department for use in connection with the overhaul of Syrian airline, are on
the Commerce Control List.

Our Response: With the exception
of transactions licensed by the Department of Commerce as disclosed in our initial Response Letter, none of the products or services
that the Company has sold to Iran, Syria or Sudan are on the Commerce Control List.

*       *     *      *      *       *      *      *      *      *      *      *      *

Honeywell acknowledges its responsibility for
the adequacy and accuracy of the disclosure in the filing. We also acknowledge that Staff comments or changes in disclosures in
response to Staff comments do not foreclose the Commission from taking action with respect to the filing and that Honeywell may
not assert Staff comments as a defense in any

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

August 5, 2011

Page 3

proceeding
  initiated by the Commission or any person under the federal securities laws
  of the United States.

Please do not hesitate to call me at 973-455-5208
if you have any questions or would like to discuss any aspect of this letter.

   Sincerely,

    /s/ Thomas F. Larkins

    Thomas F. Larkins

    Vice President, Corporate Secretary

    and Deputy General Counsel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

   July 22, 2011
Via Facsimile

Kathleen A. Winters Vice President and Controller Honeywell International Inc. 101 Columbia Road
Morris Township, NJ 07962

 Re: Honeywell International Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2010   Filed February 11, 2011   File No. 001-8974   Response Letter Filed July 8, 2011
Dear Ms. Winters:
 We have reviewed your response letter  and have the following comments.

Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
After reviewing the information you provide  in response to these comments, we
may have additional comments.

 General

1. We note from your response to our co mment letter dated June 9, 2011, that
you have committed to accept no new busin ess in Iran; that you have ceased
doing business in Sudan; and that you had some revenues from Iran in 2011.
Please tell us whether you have ongoing le gacy or other business in Iran or
Sudan, or otherwise have remaining cont ractual obligations with respect to
business in those countries.  Tell us whether any such remaining business
involves products or services for refine ry and petrochemical applications.
2. Please tell us whether the products and se rvices that you sell or have sold in
Iran, Syria or Sudan, other than thos e licensed by the Commerce Department

Kathleen A. Winters
Honeywell International Inc. July 22, 2011 Page 2
 for use in connection with the overhaul of a Syrian airline, are on the
Commerce Control List.

 Please contact Jennifer Hardy, Special C ounsel, at (202) 551- 3767 or me at (202)
551-3470 if you have any questions about  the comments or our review.

        S i n c e r e l y ,

        /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Max Webb   Assistant Director  Division of Cor poration Finance

CORRESP
1
filename1.htm

 July 8, 2011

VIA EDGAR

Ms. Cecilia D. Blye

Chief

Office of Global Security Risk

U.S. Securities and Exchange Commission

Washington, DC 20549-5546

     RE:

    Honeywell International
          Inc.

      Form 10-K for the Fiscal Year Ended December
31, 2010

      Filed February 11, 2011

      File No. 001-8974

Dear Ms. Blye:

We are writing in response to your letter dated
June 9, 2011 setting forth comments on the above-referenced Form 10-K. The numbered paragraphs below correspond to the numbered
paragraphs in your letter.

1.
Staff’s Comment: Please update us on your contacts with Iran, Syria and Sudan since your letter to us of July
27, 2007. We note that your Form 10-K does not provide disclosure about contacts with these countries. We note several 2010 news
articles relating to the fact that you own 100% of UOP, which has a British subsidiary that conducts business in Iran and is part
of a consortium with several companies, including Iranian firms. According to the article, this consortium is expanding and upgrading
the Arak Refinery in Iran. The project is budgeted to cost $3.7 billion and could triple that refinery’s gasoline production.
We also note that your website provides contact information for the Security Group’s Middle East region for countries including
Iran, Syria and Sudan.

Your response should describe the nature and extent of
your contacts with Iran, Syria and Sudan, whether through affiliates, subsidiaries or other direct or indirect arrangements. Please
also discuss any agreements, commercial arrangements or other contacts you have had with the governments of those countries or
entities controlled by those governments. We note, for instance, that the above-referenced article indicates that one party to
the Arak Refinery project may be a state-owned Iranian firm.

Ms.
  Cecilia D. Blye

  U.S. Securities and Exchange Commission

  July 8, 2011

  Page 2

Our Response: Honeywell
  International Inc. (“Honeywell”
  or the “Company”) is a diversified technology and manufacturing
  company, serving customers worldwide with aerospace products and services,
  control, sensing and security technologies for buildings, homes and industry,
  turbochargers, automotive products, specialty chemicals, electronic and advanced
  materials, and process technology for refining and petrochemicals.

Some of the Company’s wholly-owned, non-U.S. subsidiaries
sell products and/or services (directly or through sales agents or distributors) to customers in countries that are the subject
of U.S. sanctions and embargo laws. These subsidiaries perform compliance reviews on proposed sales to embargoed and sanctioned
countries, which take into account a number of factors, including applicable legal restrictions, the export classification of the
products or services, the country of origin of the product, U.S. content (if any) of the items, and the end use/end user of the
products or services. These subsidiaries also consult, as appropriate, with the Honeywell Law Department and outside counsel to
ensure compliance with U.S. and other applicable laws.

In 2008, Honeywell determined as a matter of corporate
policy that it would cease doing business in Sudan. In 2010, Honeywell committed to accept no new business in Iran.

With
  respect to the cited Arak Refinery news articles, it bears noting that Honeywell
  is not and has never been part of any multi-party consortium involved in expanding
  and upgrading the Arak Refinery project.  Prior to 2010, Honeywell UOP
  Limited, a UK subsidiary of Honeywell, licensed process technology and provided
  engineering services for two process units of the Arak Refinery project – in
  full accordance with all applicable laws – but this work was not performed
  as part of the referenced consortium. Moreover, Honeywell stopped performance
  of its work in connection with the Arak Refinery project in early 2010.

The Company has no employees, operations, subsidiaries,
joint venture interests or other investments in Iran, Sudan or Syria. While some end-customers may be state-owned commercial enterprises,
neither Honeywell nor any of its subsidiaries or affiliates has had any agreements or commercial arrangements with the governments
of Iran, Sudan or Syria.  Honeywell executives have engaged in limited contacts with officials in these countries, but these
contacts have been focused on potential long-range market opportunities (not specific contract pursuits) and have been made in
full compliance with laws restricting U.S. person facilitation.

The Honeywell products, services and process technology
that have been sold or provided to customers in Iran, Sudan and Syria are predominantly focused on

Ms.
  Cecilia D. Blye

  U.S. Securities and Exchange Commission

  July 8, 2011

Page 3

safety
  and productivity.
  These products, services and process
  technology include:  avionics repairs and modifications
and auxiliary power unit repair and overhaul for a Syrian airline (with respect to which the U.S. Department of Commerce granted
export licenses in support of safety of flight), fire and smoke detectors, fire detection and alarm systems, personal protective
equipment, gas detection equipment, security systems and equipment, fail-safe controllers, equipment for compressed natural gas
stations, catalysts and adsorbents for refinery and petrochemical applications, equipment used in refineries, and process technology
control systems, licenses and related engineering services. See response below to Staff’s
Comment No. 2 for further detail.

2.
Staff’s Comment: Please discuss the materiality of your contacts with Iran, Syria and Sudan described in response
to the foregoing comment and whether those contacts constitute a material investment risk for your security holders. You should
address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities
for the last three fiscal years and the subsequent interim period. 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. In this regard, we note several 2010 news articles about your contacts with
Iran and the fact that you also do business with the U.S. government. As you know, various state and municipal governments, universities,
and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business
with U.S.-designated state sponsors of terrorism. 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, Syria and Sudan.

Our Response: Below is a
chart of Honeywell’s revenue earned during the fiscal years 2008 through 2010 and the first quarter 2011 for sales to Iran,
Sudan, and Syria, including such revenue as a percentage of Honeywell’s total revenue. By way of background, Honeywell’s
total revenue earned during the relevant period was approximately $36.6 billion in 2008; $30.9 billion in 2009; $33.4 billion in
2010; and $8.9 billion in the first quarter of 2011.

Ms.
  Cecilia D. Blye

  U.S. Securities and Exchange Commission

  July 8, 2011

Page 4

Revenue by Period (in
millions)

    Iran
    Sudan
    Syria

    Year 2008

        $10.201

        (0.03%)

        $0

        (0.00%)

        $0.218

        (0.00%)

    Year 2009

        $19.912

        (0.06%)

        $0

        (0.00%)

        $2.414

        (0.01%)

    Year 2010

        $44.606

        (0.13%)

        $0

        (0.00%)

        $3.011

        (0.01%)

      First Quarter 2011

        $0.995

        (0.01%)1

        $0

        (0.00%)

        $0.900

        (0.01%)

Honeywell’s
business activities with respect to any and/or all of these countries represent a de minimis amount, both on an absolute
basis and as a percentage of the company’s consolidated revenues, as well as from an asset or liability perspective.
We have not incurred, and do not anticipate incurring, any significant exit costs in connection with the cessation of business
with Sudan or Iran. Moreover, we believe that we clearly address the risk of doing business outside of the U.S. in our Risk Factors
disclosure which highlights that an increasing percentage of its sales and operations is in non-U.S. jurisdictions and, therefore,
is subject to certain economic, political, regulatory and other risks, as follows:

“Risks related to international
operations include exchange control regulations, wage and price controls, employment regulations, foreign investment laws, import,
export and other trade restrictions (such as embargoes), changes in regulations regarding transactions with state-owned enterprises,
nationalization of private enterprises, government instability, and our ability to hire and maintain qualified staff and maintain
the safety of our employees in these regions. We are also subject to U.S. laws prohibiting companies from doing business in certain
countries, or restricting the type of business that may be conducted in these countries. The cost of compliance with increasingly
complex and often conflicting regulations worldwide can also impair our flexibility in modifying product, marketing, pricing or
other strategies for growing our businesses,

________________________________________

  1
Honeywell derived a limited amount of revenue in the first quarter of 2011 in connection with contracts that were entered into
prior to Honeywell’s commitment to undertake no new business in Iran and which are outside the scope of the Comprehensive
Iran Sanctions, Accountability, and Divestment Act of 2010.

Ms.
  Cecilia D. Blye

  U.S. Securities and Exchange Commission

  July 8, 2011

Page 5

as
  well as our ability to improve productivity and maintain acceptable operating
  margins.”2

We do not believe there is any qualitative
basis for determining that business with the countries that are the subject of your comment letter is or has been material. In
addition to the de minimis nature of this business as described above and the absence of any operations or investments in those
countries, Honeywell guards against risk to reputation and share value by maintaining robust and effective policies and procedures
designed to ensure compliance with all laws applicable to doing business in these countries. These internal controls include:

·
A formal corporate policy governing adherence to all applicable sanctions and export control laws and regulations;

·
Extensive training on sanctions laws and export controls;

·
A robust integration process to ensure that newly acquired companies understand and comply with Honeywell’s policies
and procedures;

·
Focused and extensive awareness training for the non-U.S. subsidiaries whose activities include conducting business with
sanctioned countries;

·
Legal review to ensure proposed transactions comply with applicable export control and sanctions laws;

·
 Dedicated non-U.S. compliance resources and/or outside counsel assigned to review proposed transactions to ensure compliance
with Honeywell’s policies and procedures; and

·
Automated order management systems and other related information technology tools at key sites to help ensure that no unauthorized
orders are accepted or shipments made to sanctioned countries.

In addition, we are not aware of
any adverse investor sentiment expressed regarding business activities in these countries nor any inquiries or indications of divestment
activity from state or municipal governments, universities or other investors.

________________________________________
2
See, e.g., Honeywell’s Form 10-K for the fiscal year ended Dec. 31, 2010, page 13 (emphasis
added).

Ms.
  Cecilia D. Blye

  U.S. Securities and Exchange Commission

  July 8, 2011

Page 6

3.
Staff’s Comment: Please discuss the applicability of the sanctions enacted by the U.S. government under the
Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 and how they will impact or have impacted your business.
Please discuss the provisions relating to contracting with the U.S. government and how they may impact or have impacted your business.

Our Response: Honeywell and
its subsidiaries are and, at all times have been, in full compliance with the Comprehensive Iran Sanctions, Accountability, and
Divestment Act of 2010. Accordingly, we have been able to make all required certifications under the Act without qualification
and there has been no impact to Honeywell’s U.S. government contracting business As stated above, Honeywell has not incurred,
and does not anticipate incurring, any significant exit costs in connection with the cessation of business in Iran.

*   *   *   *   *   *   *   *   *   *   *

Honeywell acknowledges its responsibility for
the adequacy and accuracy of the disclosure in the filing. We also acknowledge that Staff comments or changes in disclosures in
response to Staff comments do not foreclose the Commission from taking action with respect to the filing and that Honeywell 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.

Please do not hesitate to call me at 973-455-5208
if you have any questions or would like to discuss any aspect of this letter.

     Sincerely,

 /s/ Thomas F. Larkins

 Thomas F. Larkins

 Vice President, Corporate Secretary

 and Deputy General Counsel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -7010

       DIVISION OF
CORPORATION FINANCE

   June 9, 2011
Via Mail and Facsimile ( 973-455-6904)

Kathleen A. W inters
Vice President and Controller
Honeywell International Inc.
101 Columbia Road Morris Township, NJ 07962
 Re: Honeywell International  Inc.
  Form 10- K for the Fiscal Year Ended December 3 1, 2010
  Filed February 11 , 2011
  File No. 001 -8974

Dear M s. Winters :

We have limited our review of your filing to your contacts with countries that
have been identified as state sponsors of terrorism and we have the following
comments.  Our review with res pect to this issue does not preclude further review by
the Assistant Director group with respect to other issues.  At this juncture, we are asking you to provide us with information so we may better understand your disclosure.

Please respond to this let ter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
 After re viewing the information you provide in response to these comments, we
may have additional comments.
1. Please update us on your contacts with Iran, Syria and Sudan since your letter
to us of July 27, 2007.  We note that your Form 10- K does not provide
disclosure about contacts with these countries.  We note several 2010 news articles relating to the fact that you own 100% of UOP , which has a British
subsidiary that conducts business in Iran and is part of a consortium with several companies , including Iranian firms .  According to the ar ticle, this
consortium is expanding and upgrading the Arak Refinery in Iran.  T he
project is budgeted to cost $3.7 billion and could triple that refinery ’s gasoline
production.  We also note that your website provides  contact information for General

Kathleen A. W inters
Honeywell International Inc.
June 9, 2011
Page 2

the Security Group’s Middle East region for countries including Iran, Syria
and Sudan.
Your response should describe the nature and extent of your contacts with
Iran, Syria and Sudan, whether through affiliate s, subsidiaries or other direct
or indirect arrangements.  Please also discuss any agreements, commercial arrangements or other contacts you have had with the governments of those
countries or entities controlled by those governments.  We note , for instanc e,
that the above -referenced article indicates that one party to  the Arak Refinery
project may be a state- owned Iranian firm.
2. Please discuss the materiality of your contacts with Iran, Syria and Sudan described in response to the  foregoing  comment and whether those contacts
constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the approximate dollar amounts of a ny associated revenues, assets, and liabilities for the  last three
fiscal years and the subsequent interim period.  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.  In this regard, we
note several 2010 news articles about your contacts with Iran and the fact that you also do business with the U.S. government.  As you know, v arious state
and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.- designated state sponsors of terrorism.  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, Syria  and Sudan.
3. Please discuss the applicability of the sanctions enacted by the U.S. government under the Compre hensive Iran Sanctions , Accountability , and
Divestment Act of 2010 and how they will impact or have impacted your
business.  Please discuss the provisions relating to contracting with the U.S. government and how they may impact or have impacted your busine ss.
  We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and a ll applicable Exchange Act rules require.  Since the company
and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Kathleen A. W inters
Honeywell International Inc.
June 9, 2011
Page 3

In responding to our  comments, please provide a written 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.
  Please contact Jennifer Hardy, Special Counsel, at (202) 551- 3767 or me at (202)
551-3470 if you have any questions about the comment s or our review.

        Sincerely,

          Cecilia Blye, Chief
        Office of Global Security Risk
  cc:  Max Webb
  Assistant Director
 Division of Corporation Finance

January 10, 2011
 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 Fiscal Year Ended December 31, 2009  Filed February 12, 2010  Form 10-Q for Fiscal Quarter Ended April 3, 2010  Filed April 23, 2010  Form 10-Q for Fiscal Quarter Ended July 3, 2010  Filed July 23, 2010
File No. 001-08974

Dear Mr. Anderson:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,

 Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

Untitled Document

December 6, 2010

Lyn Shenk

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Honeywell International Inc.

    Form 10-K for the 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. Shenk:

This letter provides
  Honeywell International Inc.’s (Honeywell)
response to your letter to David J. Anderson dated November 2, 2010, 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.

Form 10-K: For the fiscal year ended December
31, 2009

Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

Consolidated Results of Operations, page 22

1.
Staff’s Comment: Refer to your response to our prior comment one.
Please disclose the basis for estimated amounts provided in your disclosure (that is, the reason for estimates and how estimated
amounts were derived) so that investors may have a full qualitative understanding of your results.

Our
    Response:
As discussed in more detail in our response to prior comment one, the reason
for providing certain changes in cost components on an estimated basis is driven
by our financial system configuration (i.e. cost reporting is on an as incurred
basis not as expensed basis). The difference between the costs incurred and expensed
have not been material for those estimated items included in our past disclosure.
If these differences are material in future periods, we will include disclosure
of the reason for the estimates and how estimated amounts were derived.

1

Review of Business Segments, page 26

2.   Staff’s Comment: We have reviewed your response
to our prior comment five, and we acknowledge that you plan to disclose total "COGS" for each segment. However, it appears
that you plan to continue to discuss segment operating results primarily in terms of segment revenue and segment profit, without
providing a direct discussion and analysis of segment costs. In this regard, we note that segment profit is a net amount. As such,
we believe that segment profit, as well as any changes thereto, would be more thoroughly and effectively explained if your disclosure
also presented, analyzed, and discussed the associated costs. In this regard, we believe that, at a minimum, you should present in tabular
fashion the major cost categories (i.e., cost of goods sold, SG&A, and other material items (e.g., pension expense, repositioning and other charge) for each segment, accompanied
by an appropriate level of analysis and, as indicated in your response to our prior comment one, quantification. Additionally,
to the extent material, your tabular presentation should present other items attributed to your segments in arriving at the profit
for each segment (e.g., equity income/loss of affiliates, as indicated in note "a" to the table on page 35 of your Form
10-Q for quarterly period ended June 30, 2010), so that
investors may have a clear understanding of how you arrive at the profit for each segment. Please revise your disclosure accordingly,
and provide us with a copy of your intended revised disclosure.

Our Response: We will revise
our disclosure in future filings to provide tabular disclosure of the major cost categories for each of our Business Segments as
illustrated below. Additionally, we will continue to quantify and discuss cost variances that are material to an understanding
of our segment operating results.

    Automation and Control Solutions

    2010

    2009

    Change

     2008

  Change

     Net sales
    $
      X

    $
    12,611

    X%

    $
    14,018

    (10)%

     Cost of products and services sold

      X

    8,561

    9,594

    Selling, general and administrative expenses

      X

    2,256

    2,709

    Other

    X

    206

    93

     Segment profit
    $
      X

    $
    1,588

    X%

    $
    1,622

    (2)%

2

Liquidity and Capital Resources

Cash Flow Summary, page 37

3.
Staff’s Comment: Please refer to your response to our prior comment seven. We note that your proposed disclosure
regarding "cash provided by operations" continues to reference, quantify, and/or explain items such as changes in working
capital, changes in net income, and reconciling items included on the face of your statements of cash flows. In this regard, we
continue to believe that it would be more meaningful to discuss certain of these items in terms of the underlying cash receipts
and cash disbursements, or changes thereto. For example, we believe that you should quantify the actual change in cash disbursements
related to inventory, instead of citing the related reconciling item presented in your statement of cash flows prepared using the
indirect method. In this regard, it is not clear to us how the $479 million reconciling item from your statement of cash flows
cited in the proposed disclosure is representative of the decline in cash disbursements related to inventory. Similarly, we believe
it would be more appropriate for you to quantify and discuss other changes in terms of cash, such as cash receipts from customers
and cash payments for accounts payable and accrued expenses, rather than citing the change in your reported net income. Furthermore,
it is not clear how reference to a noncash item like deferred income taxes has an impact in terms of cash. Please advise in this
regard and revise your analysis accordingly to address the preceding items. Provide your proposed revised disclosure addressing
the indicated items as part of your response.

Our Response:
We believe that our current disclosure highlights and quantifies each of the material changes in our
cash flows, specifically for 2009, cash taxes, sale of insurance and long-term receivables, repositioning payments and total working
capital. These items are presented and quantified on a direct method basis whenever possible. In certain instances direct cash
flow data is not available. Our financial systems are configured to generate indirect cash data, for example changes in receivables
rather than cash collected from customers.

Accordingly, when components of cash
flow are disclosed on an indirect basis, we will include supplemental narrative discussion that addresses the reasons why such
indirect items have impacted our cash flow. For example, in our response to the Staff’s prior comment seven, the proposed
disclosure included discussion of a $479 million change in inventory. We will supplement this indirect method change with additional
qualitative disclosure such as:

…due to a decrease in inventory
of $479 million driven by reduced purchases of raw materials and component inventory as a result of lower production of finished
goods in line with decreased sales and inventory reduction initiatives across each of our segments…

3

We will also continue to provide quantitative
disclosure of available material direct method impacts on our cash flow, as well as other material drivers on an indirect basis.

* * * * * * * *

Honeywell acknowledges its responsibility for the adequacy and accuracy
of the disclosure in its filings under the Securities Exchange Act of 1934. We also acknowledge that Staff comments or changes
to disclosures in response to Staff comments do not foreclose the Commission from taking action with respect to the filings and
that Honeywell 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.

If you have any questions or would like to discuss any aspect of
this letter, please call the undersigned at (973) 455-3354, or Tom Larkins, Vice President, Secretary and Deputy General Counsel,
at (973) 455-5208.

Sincerely,

Kathleen A. Winters

Vice President and Controller

4

November 2, 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 Fiscal Year Ended December 31, 2009  Filed February 12, 2010  Form 10-Q for Quarterly Period Ended June 30, 2010  Filed July 23, 2010  File No. 001-08974

Dear Mr. Anderson:

We have reviewed your response letter da ted September 23, 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 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. Refer to your response to our prior comment one .  Please disclose the basis for estimated
amounts provided in your disclosure (that is, the reason for estimates and how estimated
amounts were derived) so that  investors may have a full qualitative understanding of your
results.

David J. Anderson Honeywell International Inc.
November 2, 2010 Page 2

Review of Business Segments, page 26

2. We have reviewed your response to our pr ior comment five, and we acknowledge that
you plan to disclose total “COGS” for each segm ent.  However, it appears that you plan
to continue to discuss segment operating resu lts primarily in terms of segment revenue
and segment profit, without providing a direct discussion and analysis of segment costs.
In this regard, we note that segment profit is a net amount.  As such, we believe that
segment profit, as well as any changes theret o, would be more thoroughly and effectively
explained if your disclosure also presented, an alyzed, and discussed the associated costs.
In this regard, we believe that, at a minimu m, you should present in tabular fashion the
major cost categories (i.e., cost of goods sold, SG&A, and other material items (e.g.,
pension expense, repositioning and other charges)) for each segment, accompanied by an appropriate level of analysis and, as indicated in your respon se to our prior comment one,
quantification.  Additionally, to the extent material, your tabular presentation should present other items attributed to your segmen ts in arriving at the profit for each segment
(e.g., equity income/loss of affilia tes, as indicated in note “a” to the table on page 35 of
your Form 10-Q for quarterly period ended J une 30, 2010), so that investors may have a
clear understanding of how you arrive at the profit for each segment.  Please revise your disclosure accordingly, and provide us with  a copy of your intended revised disclosure.
 Liquidity and Capital Resources

 Cash Flow Summary, page 37

3. Please refer to your response to our prior comment seven.  We note that your proposed disclosure regarding “cash provided by ope rations” continues to reference, quantify,
and/or explain items such as changes in working capital, change s in net income, and
reconciling items included on the face of your st atements of cash flows.  In this regard,
we continue to believe that it would be more meaningful to discuss certain of these items in terms of the underlying cash receipts and cas h disbursements, or changes thereto.  For
example, we believe that you should quantif y the actual change in cash disbursements
related to inventory, instead of citing the related reconciling item presented in your
statement of cash flows prepared using the indi rect method.  In this regard, it is not clear
to us how the $479 million reconciling item from  your statement of cash flows cited in
the proposed disclosure is repr esentative of the decline in cash disbursements related to
inventory.  Similarly, we beli eve it would be more approp riate for you to quantify and
discuss other changes in terms of cash, such as cash receipts from customers and cash
payments for accounts payable and accrued expenses, rather than citing the change in your reported net income.  Furthermore, it is  not clear how refere nce to a noncash item
like deferred income taxes has an impact in terms of cash.  Please advise in this regard
and revise your analysis accordingly to address the preceding items.  Provide your
proposed revised disclosure addressing the indi cated items as part of your response.

David J. Anderson Honeywell International Inc. November 2, 2010 Page 3

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

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

CORRESP
1
filename1.htm

September 23,
2010

Lyn Shenk

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 RE:

 Honeywell
 International Inc.

 Form 10-K
 for the 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.
Shenk:

This letter
provides Honeywell International Inc.’s (Honeywell) response to your letter to
David J. Anderson dated August 20, 2010, 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.

Form 10-K: For the
fiscal year ended December 31, 2009

Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Results
of Operations, page 22

 1.

 Staff’s Comment:
 Please refer to your response to our prior comment two. We have reviewed the
 proposed disclosure regarding your company’s consolidated results, and it
 appears that the concerns raised in our prior comment 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
 consolidated “cost of products and services sold.” In this regard, you do not
 quantify how much of the remaining $2.0 billion decline in cost of products
 and services sold related to (i) fluctuations in labor 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 selling, general, and administrative expense.
 Quantification of all material factors cited here and elsewhere in your
 MD&A analysis enables investors to

1

 understand
 the magnitude and relative impact of each on operations and results. Please
 expand your disclosure to quantify the absolute impact of all factors that
 materially impacted your consolidated results. Please provide your proposed
 expanded disclosure as part of your response.

 Our Response: We
 will revise our disclosure, on a prospective basis to provide additional
 quantification of items that materially impact our consolidated results of
 operations as shown in the below illustrative disclosure.

 Additionally,
 we would like to clarify the basis for our previous response to prior comment
 two. We believe that our historical disclosure in this format provided
 adequate qualitative and quantitative information to enable users of our
 financial statements to understand material fluctuations in our results of
 operations. While our financial systems are designed with controls in place
 at the transactional level to properly record operating costs as cost of
 goods sold (COGS) or selling, general and administrative (SG&A) expense
 and to ensure accurate income statement classification, once recorded at the
 transactional level, our systems are not configured to summarize details of
 the components of operating costs (e.g., material, labor, etc) included in either
 COGS or SG&A. We believe this is a common systems limitation for many large
 multi-national companies. We utilize estimated total cost data (estimated
 because our current systems configurations provide management cost reporting
 on an as incurred not as expensed basis) as a basis to identify the key
 drivers of our change in costs at the COGS or SG&A level and have
 provided these drivers in narrative format. We have chosen to disclose the
 estimated impact from direct materials because by its nature it is COGS.
 However, as shown in the following illustration we will expand the
 quantification of material drivers of changes in our COGS and SG&A using
 estimated impacts derived from our analysis of total costs.

 Representative disclosure example for
 Consolidated Results of Operations:

 Cost of Products and Services Sold

 Cost of
 products and services sold decreased by $4,809 million or 17 percent in 2009
 compared with 2008. The decrease is primarily due to i) an estimated decline
 in direct material costs of approximately $2.8 billion driven substantially
 by a 15 percent decrease in sales as a result of the factors discussed within
 the Review of Business Segments section of this MD&A, ii) an estimated
 $1.0 billion decrease in labor costs (reflecting reduced census, work
 scheduled reductions, benefits from prior repositioning actions and lower
 incentive compensation), iii) an approximate $500 million decrease in
 Repositioning and Other Charges (see Note 3 of Notes to Financial Statements)
 and iv) an estimated $500 million decrease in costs from indirect cost
 savings initiatives.

2

 Selling, General and Administrative Expense

 Selling,
 general and administrative expenses (SG&A) decreased $692 million and
 increased as a percentage of sales by 0.2 of a percentage point in 2009
 compared with 2008. The increase as a percentage of sales was driven by the
 15 percent decrease in sales, substantially offset by an estimated $400
 million impact of indirect cost savings initiatives across each of our
 Business Segments and an estimated $300 million reduction in labor costs
 (reflecting reduced census, work schedule reductions, benefits from prior
 repositioning actions and lower incentive compensation), collectively
 resulting in the decrease in SG&A.

 2.

 Staff’s Comment:
 Refer to the gross margin portion of the proposed revised disclosure provided
 in response to prior comment. Please explain to us why the decrease in direct
 material costs indicated therein is “estimated.” Also, with regard to the
 lower gross margin percentages in the Transportation Systems and Aerospace
 segments, it is not completely clear why they decreased when there was a
 decrease 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 experienced such that margins were negatively
 impacted. Please revise to explain more fully as appropriate.

 Our Response: In
 our response to the Staff’s prior comment two we described the decrease
 in direct materials as “estimated” because although our financial
 systems are designed with controls in place at the transactional level to properly
 record operating costs as cost of goods sold (COGS) or selling, general and
 administrative (SG&A) expense and to ensure accurate income statement
 classification, as described above, our financial systems are not configured
 to summarize details of the various components of operating costs included in
 COGS with the same rigor and controls supporting other financial statement
 data and information in our public disclosures. We conduct analysis to
 determine the estimated impact of key drivers on gross margin. For example,
 our financial systems provide total labor costs incurred and based on our
 businesses’ understanding of the census makeup, we determine the estimated
 COGS and SG&A allocation. We believe our analysis provides a reasonable
 basis for our estimates of the quantification of the changes of the
 components of COGS and SG&A.

 With regard
 to the lower gross margin percentages in our Transportation Systems and
 Aerospace segments in 2009 compared to 2008, we were unable to reduce our
 cost structure at the same rate as the decline in sales (27 percent and 15
 percent for Transportation Systems and Aerospace, respectively). While
 certain costs vary proportionally with our sales, such as volume-driven direct
 materials and labor, many of our costs do not. These include fixed costs and
 material and labor inflation.

 In future
 filings, we will more fully explain changes in costs that are
 disproportionate to changes in our sales as illustrated below:

3

 Gross margin increased by 1.6 percent in 2009 compared with 2008
 primarily due to increases of 2.9 and 0.6 percent, respectively, in our
 Specialty Materials and Automation and Control Solutions segments due
 primarily to an estimated decrease in direct material costs of approximately
 $700 million and $650 million, respectively, other cost savings initiatives
 discussed above and lower repositioning charges. This increase was partially
 offset by lower margins in our Transportation Systems and Aerospace segments
 of 3.2 and 0.7 percent, respectively, due to lower sales (27% and 15%
 declines, respectively). The negative impact of lower sales on gross margins
 in these segments was partially offset by an estimated decrease in direct
 material costs of approximately $700 million and $750 million, respectively,
 and the impact of cost savings initiatives. While these volume related
 decreases in direct materials and cost savings initiatives resulted in the
 absolute dollar decreases noted above, given the significance of the
 percentage sales decline and the fixed cost structure of our Transportation
 Systems and Aerospace segments, these decreases were disproportionate to the
 decline in sales, resulting in the noted decreases in the gross margins for
 these segments.

 Review of Business Segments, page 26

 3.

 Staff’s Comment:
 Please refer to the proposed disclosure provided in your response to our
 prior comment two, as well as the MD&A disclosure included 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 sales 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 the specific amount or impact of the
 declines in sales of “Products” and/or “Solutions” within the Automation and
 Control 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
 foreign exchange experienced by your Product business). Please revise your
 disclosure to fully quantify the respective sales of each product or service
 type identified, as well as the impact of the 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 disclosure as part of your response.

 Our Response: We
 will revise our disclosure in future filings to provide the additional
 revenue data as illustrated in the table below using revenue for the three
 and six months ended June 30, 2010 and 2009. We believe this table, in
 combination with the incremental disclosure regarding recurring material
 drivers of changes in segment revenue noted in our response to the Staff’s
 prior comment 2 will provide the users of our financial statements sufficient
 detail to understand changes in our sales in

4

 absolute
 dollars and on a percentage basis. If, aside from these material recurring
 drivers, there are factors impacting revenue variances that are material to
 an understanding of our financial results, we would identify and quantify
 such factors.

 Three Months Ended

 June 30,

 Six Months Ended

 June 30,

 %

 %

 2010

 2009

 change

 2010

 2009

 change

 Aerospace Sales

 Commercial:

 Air
 transport and regional

 $

 954

 $

 952

 0

 %

 $

 1,860

 $

 1,946

 (4

 )%

 Original
 equipment

 362

 335

 8

 %

 685

 719

 (5

 )%

 Aftermarket

 592

 617

 (4

 )%

 1,175

 1,227

 (4

 )%

 Business
 and general aviation

 362

 417

 (13

 )%

 707

 928

 (24

 )%

 Original
 equipment

 130

 202

 (36

 )%

 249

 488

 (49

 )%

 Aftermarket

 232

 215

 8

 %

 458

 440

 4

 %

 Defense
 and Space Sales

 1,331

 1,350

 (1

 )%

 2,586

 2,604

 (1

 )%

 Total Aerospace Sales

 2,647

 2,719

 5,153

 5,478

 Automation and Control
 Solutions Sales

 Products

 1,982

 1,826

 9

 %

 3,925

 3,671

 7

 %

 Solutions

 1,255

 1,187

 6

 %

 2,436

 2,343

 4

 %

 Total Automation and Control
 Solutions Sales

 3,237

 3,013

 6,361

 6,014

 Specialty Materials Sales

 UOP

 412

 390

 6

 %

 778

 823

 (5

 )%

 Advanced
 Materials

 847

 658

 29

 %

 1,620

 1,279

 27

 %

 Total Specialty Materials
 Sales

 1,259

 1,048

 2,398

 2,102

 Transportation Systems Sales

 Turbo
 Technologies

 784

 557

 41

 %

 1,551

 1,085

 43

 %

 Consumer
 Products Group

 234

 229

 2

 %

 474

 457

 4

 %

 Total Transportation Systems
 Sales

 1,018

 786

 2,025

 1,542

 Net Sales

 $

 8,161

 $

 7,566

 $

 15,937

 $

 15,136

 4.

 Staff’s Comment: With
 regard to the table of Aerospace Revenues 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 throughout the table
 were computed. For example, “air transport and regional 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 months ended 2010 and 2009,
 respectively, and 13% (or $669.89) and 13% (or $712.14) for the six months
 ended 2010 and 2009, respectively. The respective percentage change
 represented by these amounts are 13.6% and (5.9), whereas the table indicates
 8% and (5)%, respectively. We note similar variations for each line item
 except for the “Total” line.

 Our Response: The
 referenced tables presented on page 36 of the Form 10-Q for the quarterly
 period ended June 30, 2010 present a percentage change for each customer
 end-market computed based on revenue for that end-market. The differences
 noted in the Staff’s Comments compared to those shown on page 36 of our Form
 10-Q are the

5

 result of
 rounding as our disclosure is presented in whole percentage points. The table
 below shows the underlying data used in these calculations:

 2009

 2010

 % Change

 ($M - USD)

 Q2

 % of

 Aero

 YTD

 % of

 Aero

 Q2

 % of

 Aero

 YTD

 % of

 Aero

 Q2

 YTD

 AT&R-OE

 334

 12.3

 %

 719

 13.1

 %

 362

 13.7

 %

 685

 13.3

 %

 8.3

 %

 (4.8

 )%

 AT&R-AM

 617

 22.7

 %

 1,227

 22.4

 %

 592

 22.4

 %

 1,176

 22.8

 %

 (4.1

 )%

 (4.1

 )%

 B&GA-OE

 202

 7.4

 %

 489

 8.9

 %

 130

 4.9

 %

 248

 4.8

 %

 (35.7

 )%

 (49.2

 )%

 B&GA-AM

 215

 7.9

 %

 440

 8.0

 %

 233

 8.8

 %

 459

 8.9

 %

 8.3

 %

 4.3

 %

 D&S

 1,351

 49.7

 %

 2,604

 47.5

 %

 1,331

 50.3

 %

 2,586

 50.2

 %

 (1.5

 )%

 (0.7

 )%

 Aerospace

 2,719

 100

 %

 5,478

 100

 %

 2,648

 100

 %

 5,153

 100

 %

 (2.6

 )%

 (5.9

 )%

 5.

 Staff’s Comment: We
 have reviewed your response to our prior comment three, the related proposed
 disclosure that was included in your response 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 disclosure, you quantify the estimated variance in direct material
 costs 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

CORRESP
1
filename1.htm

July 1, 2010

Lyn Shenk

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 RE:

 Honeywell
 International Inc.

 Form 10-K
 for the year ended December 31, 2009

 Form 10-Q for the quarterly period ended April 3, 2010

 File No. 001-08974

Dear Mr.
Shenk:

This letter
provides Honeywell International Inc.’s (Honeywell) response to your letter to
David J. Anderson dated June 2, 2010, 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.

Form 10-K: For the fiscal year ended December
31, 2009

Item 1 A. Risk Factors

Risk Factors, page 11

 1.

 Staff’s Comment: We note your statement on
 page 11 that “Our business, operating results, cash flows and financial
 condition are subject to various risks and uncertainties, including, without
 limitation, those set forth below, any one of which could cause our actual
 results to vary materially from recent results or from our anticipated future
 results.” In a letter dated August 8, 2008 you represented that you would
 revise this language in future filings. Please tell us why you have not done
 so. Additionally please tell us whether you have discussed all known material
 risks, or as the disclosure suggests, only some material risks.

 Our Response: We will make the revisions
 indicated in our letter dated August 8, 2008 in our Form 10-K for the year
 ending December 31, 2010. This omission in our most recent Form 10-K was an
 unintentional oversight. We hereby confirm that we have disclosed all known
 material risks.

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

 2.

 Staff’s Comment: Please refer to the
 sections of MD&A titled “Consolidated Results of Operations” and “Review
 of Business Segments.” We note that while you have identified certain factors
 that have materially impacted (i) consolidated net sales and consolidated
 costs and (ii) each segment’s net sales and “segment profit,” you have
 provided only limited quantification of the actual financial impact of those
 factors. For example, in your comparative analyses of results of operations
 for fiscal year 2009 to results for fiscal year 2008, you generally have not
 quantified the absolute impact of lower sales volume, lower material costs,
 reduced labor costs (reflecting reduced census, work schedule reductions,
 benefits from prior repositioning actions and lower incentive compensation),
 and/or indirect cost savings on (a) consolidated cost of products and
 services sold, (b) consolidated selling, general and administrative expenses,
 and (c) each segment’s reported profit. Please revise your disclosure to
 quantify the absolute impact of each factor identified, as well as any other
 factor that may have materially impacted your consolidated and/or segment
 results. Refer to section 501.04 of the Codification of Financial Reporting
 Releases for guidance. Please provide your proposed expanded disclosure as
 part of your response.

 Our Response: We will revise our disclosure
 beginning with our Form 10-Q for
 the quarter ended June 30, 2010, to provide additional quantification of
     the financial impact of items that materially impact our consolidated and
     segment results of operations.

 As shown
 below (using full year 2009 results compared to 2008 as an example) we will
 quantify items that materially impact our consolidated cost of products and
 services sold, consolidated selling, general and administrative expenses, and
 each segment’s reported profit. Also, we propose expanding our segment
 disclosure to quantify the impact of organic revenue, operational segment
 profit, foreign exchange and acquisitions and divestitures on revenue and
 segment profit. These are the most significant items that affect
 period-to-period results. For context and ease of review, we have included
 the complete text of the relevant sections below.

 Representative disclosure example for Consolidated Results of
 Operations:

 Cost of Products and Services Sold

 Cost of
 products and services sold decreased by $4,809 million or 17 percent in 2009
 compared with 2008. The decrease is primarily due to an estimated decline in
 direct material costs of approximately $2.8 billion driven substantially by a
 15 percent decrease in sales as a result of the factors discussed within the
 Review of Business Segments section of this MD&A. The remaining decrease
 consists primarily of reduced labor costs (reflecting reduced census, work
 scheduled reductions, benefits

2

 from prior
 repositioning actions and lower incentive compensation), the positive impact
 of indirect cost savings initiatives across each of our Business Segments and
 lower repositioning charges.

 Gross margin increased by 1.6 percent in 2009
 compared with 2008 primarily due to increases of 2.9 and 0.6 percent,
 respectively, in our Specialty Materials and Automation and Control Solutions
 segments due primarily to an estimated decrease in direct material costs of
 approximately $700 million and $650 million, respectively, other cost savings
 initiatives discussed above and lower repositioning charges. This increase
 was partially offset by lower margins in our Transportation Systems and
 Aerospace segments of 3.2 and 0.7 percent, respectively, due to lower sales
 (27% and 15% declines, respectively). The negative impact of lower sales on
 gross margins in these segments was partially offset by an estimated decrease
 in direct material costs of approximately $700 million and $750 million,
 respectively, and the impact of cost savings initiatives.

 Selling, General and Administrative Expense

 Selling
 general and administrative expenses (SG&A) as a percentage of sales increased
 by 0.2 of a percentage point in 2009 compared with 2008. The increase as a
 percentage of sales was driven by the 15 percent decrease in sales,
 substantially offset by i) the positive impact of indirect cost savings
 initiatives across each of our Business Segments, ii) reduced labor costs
 (reflecting reduced census, work schedule reductions, benefits from prior
 repositioning actions and lower incentive compensation), and iii) lower
 repositioning charges, collectively resulting in decreased SG&A expense
 of $692 million.

Representative disclosure example for Review
of Business Segment:

Automation and Control Solutions (ACS)

                    Results
of Operations

 2009

 2008

 2007

  (Dollars in millions)

 Net
 sales

 $

 12,611

 $

 14,018

 $

 12,478

 %
 change compared with prior year

 (10

 )%

 12

 %

 Segment
 profit

 $

 1,588

 $

 1,622

 $

 1,405

 %
 change compared with prior year

 (2

 )%

 15

 %

3

 Factors
 Contributing to Year-Over-Year Change

 2009 vs. 2008

 2008 vs. 2007

 Sales

 Segment

 Profit

 Sales

 Segment

 Profit

 Organic
 revenue / Operational segment profit

 (9%)

 (2%)

 2%

 9%

 Foreign
 exchange

 (4%)

 (2%)

 -

 (1%)

 Acquisitions
 and divestitures, net

 3%

 2%

 10%

 7%

 Total % Change

 (10%)

 (2%)

 12%

 15%

           2009
 compared with 2008

 ACS sales decreased by 10 percent in 2009 compared with 2008,
 primarily due to a 9 percent decrease in organic revenue (driven by decreased
 sales volume reflecting adverse global economic conditions) and an
 unfavorable impact of foreign exchange of 4 percent, partially offset by a 3
 percent growth from acquisitions.

 •         Sales in our
 Products businesses decreased by 11 percent, including (i) lower volumes of
 sales in each of our businesses (excluding the impact of acquisitions) and
 (ii) the unfavorable impact of foreign exchange. Softness in residential and
 industrial end-markets was partially offset by the positive impact of
 acquisitions, most significantly Norcross Safety Products.

 •         Sales in our
 Solutions businesses decreased by 9 percent primarily due to the unfavorable
 impact of foreign exchange and volume decreases largely due to softening
 demand as a result of customer deferral of capital and operating
 expenditures. Orders decreased
 while backlog increased in 2009. Decreased orders are primarily due to the
 unfavorable impact of foreign exchange, softening demand (as noted above) and
 order timing and delays. Higher backlog is primarily due to longer duration
 projects. The impact of these factors was partially offset by the positive
 impact of acquisitions, most significantly the RMG Group.

 ACS segment profit decreased by 2 percent in 2009 compared with 2008
 principally due to a 2 percent negative impact of foreign exchange and a 2
 percent decline in operational segment profit, partially offset by a 2
 percent positive impact of acquisitions and divestitures. The decline in
 operational segment profit is primarily a result of the lower sales,
 discussed above, and inflation, partially offset by lower direct material
 costs (estimated to be approximately $650 billion) as well as, reduced labor
 costs (reflecting reduced census, work schedule reductions, benefits from
 prior repositioning actions and lower incentive compensation) and the
 positive impact of indirect cost savings initiatives.

4

Review of Business Segments, page 26

 3.

 Staff’s Comment: We note that your MD&A
disclosure regarding your segments’ operating results discusses segment
revenue and segment profit, but does not provide a comprehensive analysis of
the costs incurred by your segments. In this regard, we believe that
expanding your disclosure to specifically address the costs recognized by
each segment would (i) allow for a more detailed discussion and analysis of
certain significant captions presented on the face of the statement of
operations (e.g., costs of products sold and costs of services sold) and (ii)
provide a better understanding of whether and how changes in costs have
directly impacted segment profitability and/or profit margin percentage. For
example, we believe that additional disclosure regarding segment costs may
facilitate further quantification and analysis of factors that may have
directly impacted each segment’ s costs of sales and/or profitability during
fiscal years 2008 and 2009, such as changes in sales volume, changes in the
amount of research and development expense incurred, increases in costs
attributable to acquired businesses, and fluctuations in raw material and/or
component costs due to changes in procurement activities (e.g., the
expiration of certain of your Aerospace segments’ long-term fixed supplier
price agreements in 2009, as discussed on page 8 of the “Business” section of
your Form 10-K). Furthermore, it would appear that a detailed analysis of
segment costs would provide additional insight regarding the effectiveness of
the repositioning activities and cost saving initiatives implemented at each
segment. Please revise your MD&A disclosure accordingly, or advise. In
connection with your expanded disclosure, consider (a) utilizing tables to
identify, quantify, and present the various material costs incurred by each
segment (i.e., including material components of cost of sales and changes
thereto) and (b) revising your narrative disclosure to discuss any material
fluctuations in the amounts presented in those tables. Provide your proposed
expanded disclosure as part of your response.

 Our Response: We will revise our disclosure beginning
     with our Form 10-Q for the quarter ended June 30, 2010, as described
     in the response to the Staff’s Comment 2 above.

 4.

 Staff’s Comment: Please analyze the relative
 factors that drive variances in the gross profit margin percentage for each
 segment to the extent not apparent from your analysis of variances in revenue
 and costs of revenues. Although a detailed discussion of the drivers
 underlying variances in revenues and associated costs may be presented within
 the respective segment analyses, the relative weight of each on the gross
 profit margin percentage may not be fully apparent or understood without a
 specific analysis in this regard. Provide your proposed revised disclosure as
 part of your response.

 Our Response: We will revise our disclosure
 beginning with our Form 10-Q for
 the quarter ended June 30, 2010, as described in the response to the Staff’s
 Comment 2 above.

5

Liquidity and Capital Resources

Cash Flow Summary, page 37

 5.

 Staff’s Comment: We note that your MD&A
 discussion of cash provided by operating activities references changes in
 earnings and working capital and/or the period-to-period changes in certain
 reconciling items identified on the face of your statements of cash flows.
 Such references may not sufficiently explain the changes in actual cash
 receipts and cash disbursements, given that (i) earnings and working capital
 are recognized on an accrual basis and (ii) you prepare your statements of
 cash flows using the indirect method. Furthermore, we note that your
 Aerospace segment generates a material percentage of your reported
 consolidated sales revenue. In this regard, we note that the timing of
 revenue and expense recognition under the long-term contracts of your
 Aerospace segment may not necessarily correspond with the timing of cash
 receipts and disbursements under such contracts, as contract terms may (a)
 require your customers to make advance payments or (b) result in the
 recognition of deferred revenue or unbilled revenue, for which no cash is received.
 While we acknowledge that your comparison of 2008 cash flows to 2007 cash
 flows refers to changes in customer advances and deferred income, we believe
 a fuller discussion of the impact of such factors and the related underlying
 drivers would be useful, particularly due to the significance of the
 Aerospace segment. For the aforementioned reasons, we believe that you should
 expand your discussion and comparative analysis of cash provided by operating
 activities to place a greater emphasis on the actual cash impact of the
 factors identified. In this regard, we believe your revised disclosure should
 quantify material changes in cash receipts and cash disbursements and discuss
 the underlying factors that resulted in such changes. Please revise your
 disclosure accordingly, or advise. Provide your proposed expanded disclosure
 as part of your response. For further guidance, refer to Section IV.B of our
 interpretive release “Commission Guidance Regarding Management’s Discussion
 and Analysis of Financial Condition and Results of Operations,” which is
 available on our website at http://www.sec.gov/rules/interp33-8350.htm.

 Our Response: Our current disclosure
 highlights and quantifies each of the material changes in our cash flows,
 specifically cash taxes, sale of insurance and long-term receivables,
 repositioning payments and total working capital. However, we propose to
 include additional discussion of underlying drivers of changes in operating
 cash flow specific to working capital, if material, beginning with our Form
 10-Q for the quarter ended June 30, 2010. There were no material cash flow
 impacts related to unbilled receivables, deferred revenues and/or long-term
 contracts in 2009. We do, and will continue to, monitor related balance sheet
 accounts (i.e. unbilled receivables and deferred revenue) on a segment basis
 and will disclose the impact of long-term contract accounting on cash flow if
 material.

 Below is an
 example of expanded disclosure regarding 2009 activity that we will include
 in our Form 10-K for the year ending December 31, 2010:

6

 Cash
 provided by operating activities increased by $155 million during 2009
 compared with 2008 primarily due to a favorable impact from working capital
 of $577 million (primarily due to a decrease in inventory of $479 million
 driven by reduced purchases of raw material and componen

Mail Stop 3561
                                                                                     June 17, 2009
 David J. Anderson
Chief Financial Officer
Honeywell International Inc.
101 Columbia Road Morris Township, New Jersey 07962

Re: Honeywell International Inc.
File No. 001-08974
Form 10-K: For the Fiscal Year Ended December 31, 2008

Dear Mr. Anderson:

              We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

                         Sincerely,

                         Lyn Shenk                          Branch Chief

CORRESP
1
filename1.htm

   c57888_corresp.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

June 11, 2009

Lyn Shenk

Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

Honeywell International Inc.

Form 10-K for the year ended December 31, 2008

Filed February 13, 2009

File No. 001-08974

Dear Ms. Shenk,

This letter provides Honeywell International Inc.’s (Honeywell) response to your letter to David J. Anderson dated June 4, 2009, setting forth the Staff’s comments on the above referenced 10-K. The numbered paragraphs
below correspond to the numbered paragraphs in your letter.

Form 10-K for the year ended December 31, 2008

Part I, page 22

Item 7. Management’s Discussion and Analysis, page 22

1.

Staff’s Comment: In future filings, please quantify, discuss and analyze changes in costs of products and services sold both in the aggregate and for each segment on a
stand-alone basis in addition to your current disclosure which is made in the context of gross margin and segment profit.

Our Response: We will address the Staff’s comment in future
filings by revising our disclosure to quantify changes in cost of products and services sold on a consolidated
basis and to provide quantitative disclosure, discussion and analysis of material changes or trends in our consolidated or
stand-alone segment results.

Honeywell acknowledges its responsibility to ensure that its filings under the Securities Exchange Act of 1934 are accurate and complete. We also acknowledge that Staff comments or changes to disclosures in response to Staff
comments do not foreclose the Commission from taking action with respect to the filings and that Honeywell 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.

If you have any questions or would like to discuss any aspect of this letter, please call the undersigned at (973) 455-4014, or Tom Larkins, Vice President, Secretary and Deputy General Counsel, at (973) 455-5208.

Sincerely,

/s/  Talia M. Griep

Talia M. Griep

  Vice President and Controller

Mail Stop 3561
 June 4, 2009
 David J. Anderson
Chief Financial Officer
Honeywell International Inc.
101 Columbia Road Morris Township, New Jersey 07962

Re: Honeywell International Inc.
File No. 001-08974
Form 10-K: For the Fiscal Year Ended December 31, 2008

Dear Mr. Anderson:

       We have reviewed the above referenced filing and have the following comment. Unless
otherwise indicated, we believe you should revise future filings in response to this comment. If you
disagree, we will consider your explanation as to why a revision is unnecessary. Please be as detailed
as necessary in your explanation.

The purpose of our review process is to assist you in your compliance with the applicable
disclosure requirements and to enhance the overall disclosure in your filings. We look forward to
working with you in these respects and welcome any questions. Feel free to call us at the telephone numbers listed at the end of this letter.

Please file your response to our comment via EDGAR, under the label “corresp,” within ten
business days from the date of this letter.

Form 10-K: For the fiscal year ended December 31, 2008

Item 7. Managements Discussion and Analysis page 22

Consolidated Results of Operations page 22

In future filings please quantify, discuss and anal yze changes in costs of products and services
sold both in the aggregate and fo r each segment on a stand-alone ba sis in addition to your current
disclosure which is made in the cont ext of gross margin and segment profit.

********

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
your filings to be certain that the filings include all information required under the Securities

Honeywell International Inc.
June 4, 2009 Page 2 of 2
2 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
a company’s disclosure, they are responsible for th e accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comment, please provide, in writing, a statement from
the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in its filings;

• 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 advised that the Divisi on of Enforcement has access to all information
you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact Aamira Chaudhry at 202-551-3389  with any questions. You may also call
me at 202-551-3380.

                             Sincerely,

Lyn Shenk
    Branch Chief

Mail Stop 3561
        August 14, 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 completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

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

CORRESP
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August 8, 2008

Linda Cvrkel

Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

	RE:

Honeywell International Inc.

Form 10-K for the year ended December 31, 2007

Filed February 15, 2008

File No. 001-08974

Dear Ms. Cvrkel,

This letter provides Honeywell International Inc.’s (Honeywell) response to your letter to David J. Anderson dated July 29, 2008, setting forth the Staff’s comments on the above referenced 10-K,
our Definitive Proxy Statement on Schedule 14A and Form 10-Q for the Quarter ended June 30, 2008. The numbered paragraphs below correspond to the numbered paragraphs in your letter.

Form 10-K for the year ended December 31, 2007

Part I, page 1

Item 1A. Risk Factors, page 10

1.

Staff’s Comment: In future filings, please remove the references in your first paragraph that you discuss some, but not all of the significant
risk factors or revise to clarify that you have discussed all known material risks.

Our Response: We will address the Staff’s Comment in future filings by revising the first paragraph to read: “Our business, operating
results, cash flows and financial condition are subject to the risks and uncertainties set forth below, any of which could cause actual results to vary materially from recent results or from our anticipated future results.”

1

Definitive Proxy Statement on Schedule 14A

Annual Incentive Bonus, page 25

2.

Staff’s Comment: We note your disclosure on page 26 that the EPS component of the annual incentive bonus pool is subject to adjustment 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 Item 402(b)(2)(xiv) of Regulation S-K.

Our Response: For the sake of brevity, we did not include the individual companies which make up the subgroups of the S&P 500 Index listed in our proxy statement as their
identities are publicly available. We will list these companies in future filings.

The subgroups of the S&P 500 Index ( a common reference
point for large companies) referenced in our proxy statement reflect a broader
representation of the industries in which our segments participate than the smaller
 Peer Group (as defined in our proxy statement) used to assess market conditions
for general executive compensation purposes. Accordingly, the Management and
Development and Compensation Committee believes that these subgroups are a more
relevant  comparator group for purposes of the “peer EPS growth adjustment” discussed
in our proxy statement as they provide a more accurate indicator of the relative
performance of the Company vs. peers in each of the key industries relevant to
the  Company and peer multi-industry conglomerates, and thus reflects the Company’s
competitive position, as well as the impact of general economic and specific
industry conditions relevant to the Company’s segments. The Committee does
not consider metrics regarding the individual companies in this expanded peer
group other than relative EPS growth. We will expand our discussion of the use
of the expanded peer group for purposes of the peer EPS growth adjustment in
future filings.

Stock Options, page 31

3.

Staff’s Comment: 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 achieved in order for Mr. Cote to earn annual option grants. Please include qualitative and quantitative disclosure regarding the
determination of targets and targets actually 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 extent you believe that disclosure of the targets
is not required because it would result in competitive

2

  harm such that the targets could
        be excluded under Instruction 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 regarding
        the level of difficulty, or ease, associated with achieving performance
        goals either corporately or individually are not sufficient.

     Our Response: There
        are no specific performance targets that must be achieved in order for
        Mr. Cote to earn annual option grants. As stated in our proxy statement, “in
        February 2007, the [Management Development and Compensation] Committee
        granted Mr. Cote options to acquire 700,000 shares in recognition of
        his leadership in driving consistent, sustained improvement in financial
        and operational performance.” Details regarding the improvement
        in the Company’s performance during the 2003-2007 period were contained
        in the charts on page 21 of our proxy statement, while details regarding
        Mr. Cote’s 2007 performance were set forth on page 28 of our proxy
        statement. In future filings, we will state that the Committee does not
        set specific targets or identify particular weightings in making its
    determination of how many options to grant to Mr. Cote.

  Statement of Shareowners’ Equity,
    page 50

4.

Staff’s Comment: We note the presentation of a reclassification to equity of obligations settled in stock as an increase to APIC on the statement 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 issued for these obligations.

Our Response: This reclassification consisted of restricted stock units (RSUs) issued to employees and employer matching contributions due to employees under a supplemental savings
plan (SSP), previously classified as liabilities. These obligations will be settled through the issuance of stock. In determining the appropriateness of equity classification of our RSUs we have considered the guidance in SFAS 123R, specifically
paragraphs 28-35. We also considered the guidance of SFAS 150 and EITF 00-19 in determining the classification of both the RSUs and SSP matching contributions. These awards are valued at their grant date fair value.

We considered the quantitative and qualitative impact of this change in classification. The following table summarizes the quantitative impacts of the reclassification:

3

                         (in
          millions)

    Liability

    Equity

    Reclassify RSU liability

    85

    (85
    )

    Reclassify SSP- employer
        match

    27

    (27
    )

                                       Total
          Reclassification

    112

    (112
    )

    Consolidated - 12/31/2006

       Other long
        term liabilities

    3,473

    3.2
    %

       Total liabilities

    21,221

    0.5
    %

       Additional
        paid in capital

    3,845

    2.9
    %

       Total equity

    9,720

    1.2
    %

    Percentages shown represent
    the reclassification as a percent of the noted balance sheet caption.

  Additionally, we considered qualitative
        factors such as i) the change in classification has no impact on our
        results of operations, ii) we do not have any financial debt covenants
        (e.g. a leverage ratio that would be impacted) and iii) there was no
        impact to any other regulatory requirements.

     Based on this analysis, we determined
        this reclassification to be wholly immaterial to our financial statements.
        We reviewed this with the Audit Committee of the Board of Directors and
        our independent registered accountants, who are in agreement with our
    conclusions.

  Notes to the Financial Statements- General

5.

Staff’s Comment: We note from your disclosure in Note 8 that you have recorded an allowance for doubtful accounts. In light of the significance of your accounts receivable
balance to total assets as of December 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 charging off uncollectible loans and trade receivables, and the policy for determining past due or delinquency 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.

  Our Response: We
      will revise our disclosure in future filings, beginning with our Form 10-K
    for the year ending December 31, 2008, to include the following:

  Allowance for Doubtful Accounts -
      We maintain allowances for doubtful accounts for estimated losses as a
      result of the inability of customers to make required payments. We estimate
      anticipated losses from doubtful accounts based on days past due, as measured
      from the contractual due date; collection history; and changes in circumstances
      or economic conditions. Receivables are written-off against the allowance
      for doubtful accounts when they are determined uncollectible. Such determination
      includes analysis and consideration of the particular conditions of the
    account, including time intervals since last collection,

4

  success of outside collection agencies activity,
    solvency of customer and any bankruptcy proceedings.

  Note 1. Summary of Significant Accounting
    Policies- Aerospace Sales Incentives, page 53

6.

Staff’s Comment: We note your disclosure that you provide sales incentives to commercial aircraft manufacturers and airlines including free or deeply discounted products, credits
for future purchases of product and up front 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 expensed 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 cash incentives as an "expense" in your financial statements,
rather than as a reduction of revenue is appropriate and in accordance with the guidance in
EITF 01-09.

Our Response: Beginning in the first quarter of 2006, we changed our accounting policy for sales incentives to commercial aircraft manufacturers. As of the date of this policy change,
we recognize these incentives as they are incurred. We reference prior correspondence with the Staff on this change in accounting policy, including a letter dated November 18, 2005 from Corporate Finance addressing our Form 10-K for the year ended
December 31, 2004 and our Form 10-Q for the quarterly period ended September 30, 2005, and our related response on December 15, 2005, as well as subsequent comments regarding our aerospace customer incentives in a letter dated December 27, 2005 and
our responses on January 27, 2006 and February 14, 2006. The Company confirms that its accounting for sales incentives continues to be fully compliant and consistent with the conclusions reached with the Division of Corporate Finance and the Office
of the Chief Accountant during the first quarter of 2006.

  In accordance with the guidance in EITF 01-09,
      incentives in the form of cash consideration are considered a reduction
      of our selling prices and thus are classified as a reduction to revenue.
      The cost associated with incentives that are in the form of free or deeply
      discounted product are recorded as cost of sales with revenue recognized
      for the discounted price, if any, charged to the customer. Our disclosure
      on page 53, summarizes both types of incentives as being “expensed
      as provided” but does not provided further detail on their income
      statement classification. We will revise our disclosure in future filings
    as follows (marked to show changes from the above referenced disclosure):

  Aerospace Sales Incentives—The
        Company provides sales incentives to commercial aircraft manufacturers
        and airlines in connection with their selection of our aircraft equipment,
        predominately wheel and braking system hardware and auxiliary power units,
        for installation on commercial aircraft. These incentives principally
        consist of free or deeply discounted products but also include credits
        for future purchases of product and upfront
    cash payments. These costs are

5

         expensed as provided
            recognized in the period incurred as cost of products sold
            or as a reduction to sales, as appropriate.
            For aircraft manufacturers, incentives are recorded when the products
            are delivered; for airlines, incentives are recorded when the associated
    aircraft are delivered by the aircraft manufacturer to the airline.

  For the years ended December 31,
      2007 and 2006, we recognized approximately $18 million and $21 million,
      respectively, of sales incentives as a reduction to revenue and approximately
    $81 million and $60 million, respectively, as cost of goods sold.

  Note 3. Repositioning and Other
    Charges, page 60

7.

Staff’s Comment: 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 disclosure 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
date, net of any adjustments to the liability with an explanation of the reason(s) therefore. See paragraph 20 of SFAS No. 146.

Our Response: There were only immaterial costs associated with exit or disposal activities where the costs were required to be recognized in future periods in which the liability was
incurred.

  Beginning with our Form 10-K for
      the year ending December 31, 2008, we will provide additional disclosure
      for costs associated with exit or disposal activities which we are not
      able to recognize until the period in which the liability is incurred.
      This additional disclosure will include a description of the repositioning
      projects which include exit or disposal costs to be incurred in future
      periods and a description of the nature of these exit or disposal costs
      (e.g. relocation, product certification and requalification , employee
      training and travel). These costs will be summarized in the following tabular
    format:

  The following table summarizes by segment, expected,
      incurred and remaining exit and disposal costs related to 2008 repositioning
      actions which we were not able to recognize at the time the actions were
    initiated:

    Automation

    and Control

    Specialty

    Transportation

    Aerospace

    Solutions

    Materials

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

January 28, 2008
 Mail Stop 3561
By U.S. Mail and facsimile to (973) 455-4002

David M. Cote Chief Executive Officer Honeywell International Inc. 101 Columbia Road Morris Township, NJ 07962
Re:  Honeywell International Inc.  Definitive 14A   Filed March 12, 2007
File No. 001-08974
 Dear Mr. Cote:
We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3314.           S i n c e r e l y ,            D a n i e l  M o r r i s
Attorney-Advisor

CORRESP
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January 10, 2008

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 December 10, 2007 setting forth comments on the above-referenced definitive proxy statement. The numbered paragraphs below correspond to the numbered paragraphs in your letter.
Unless otherwise defined in this letter, capitalized terms used herein shall have the meanings ascribed to them in our letter dated October 18, 2007 (“supplemental response” or “Prior Response”).

1.

Staff’s Comment: Your supplemental response to prior comment 3 appears
 to propose very limited revisions to your Compensation Disclosure & Analysis.
We re-issue the prior comment. Please confirm that you will provide additional detail and analysis at an individual level regarding the specific compensation payable to
each named executive officer. For each named executive officer, identify not only
the factors that were used to determine the specific amounts payable for each
element of compensation, but also how the specific factors affected the final determination.

Our Response: We confirm that we will provide additional detail and
analysis with respect to each named executive officer of decisions regarding each element
of our executive compensation program, including discussing specific material
factors regarding individual compensation decisions and how they impacted the Committee’s final
determinations. It is necessary to keep in mind, however, that as we pointed out in our Prior Response, the Committee’s
decision-making process is not susceptible to reduction to a linear formula.

Mr. Daniel Morris

January 10, 2008

Page 2

2.

Staff’s Comment: While we note your response to prior comment 6,
we re-issue the prior comment in part. Please specifically confirm that you will identify all
benchmark companies. In addition, please confirm that you will disclose 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 confirm that you will explain why.

3.

Staff’s Comment: Your disclosure indicates that compensation is targeted
at the 75th percentile as compared to your benchmark companies. It is unclear why you
believe that this percentile is not “a material factor in your compensation decisions.” Please explain.

Our Response: Staff’s Comments 2 and 3 pertain to related topics and are
addressed collectively below. The Committee reviews information regarding executive compensation paid by the designated
peer group (all of whom were disclosed in the 2007 Proxy), as well as surveys and other published data compiled
by third parties (without any input from the Company) and made generally available, solely as general background
information regarding competitive market conditions. The Committee does not set specific benchmark targets for
 total executive compensation or for individual elements of the Company’s executive compensation program. Thus,
 such information is not a material factor in the Committee’s compensation decisions. We will use terms such as
“competitive market data” or “general background information” rather than the term
“benchmark” in future filings to clarify our discussion of this topic. If, in the future the
Committee determines that the setting of benchmark targets is appropriate, we will disclose all companies
used for this purpose.

4.

Staff’s Comment: While we note your response to prior comment 9, we
 re-issue the comment. To the extent that discretion has been exercised with respect to compensation programs, please
 confirm that you will provide a more detailed discussion of each instance in future filings.

Our Response: We confirm that we will provide a detailed discussion of
 each instance of a material exercise of upward or downward discretion by the Committee in its compensation
decisions.

Mr. Daniel Morris

  January 10, 2008

  Page 3

    5.
    Staff’s Comment:
        We note your response to prior comment 11. We re-issue the comment and
        request that you confirm that you will comply with the comment in future
    filings.

    Our Response: We
    will comply with this comment in future filings.

* * * * * * * * * *

      Honeywell acknowledges its responsibility for the adequacy and accuracy of the disclosure in the filing. We also acknowledge that Staff comments or changes in disclosures in response to Staff comments do not foreclose the
Commission from taking action with respect to the filing and that Honeywell 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.

      Please do not hesitate to call me at 973-455-5208 if you have any questions or would like to discuss any aspect of this letter.

Sincerely,

/s/ Thomas F. Larkins

Thomas F. Larkins

Vice President, Corporate Secretary

and Deputy General Counsel

CORRESP
1
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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

CORRESP
1
filename1.htm

July 27, 2007

VIA EDGAR

Ms. Cecilia D. Blye

Chief

Office of Global Security Risk

U.S. Securities and Exchange Commission

Washington, DC 20549-5546

RE:

Honeywell International Inc.

Form 10-K for the Fiscal Year Ended December 31, 2006

Filed February 16, 2007

File No. 1-8974

Dear Ms. Blye:

             We
are writing in response to your letter dated June 27, 2007 setting forth comments
on the above-referenced Form 10-K. The numbered paragraphs below correspond to
the numbered paragraphs in your letter.

1.

Staff’s Comment: 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 by the Commerce Department’s Bureau of Industry and Security and the Treasury Department’s Office of 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 or 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 controlled by them, receive financing or act as intermediaries in connection with any such operations.

Our Response: Honeywell International Inc. (“Honeywell” or the “Company”) is a diversified technology and manufacturing company, serving customers worldwide with
aerospace products and services, control, sensing and security technologies for buildings, homes and industry, turbochargers, automotive

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

July 27, 2007

Page 2

  products, specialty chemicals, electronic
      and advanced materials, and process technology for refining and petrochemicals.

   Some of the Company’s wholly-owned,
      non-U.S. subsidiaries sell products and/or services (directly or through
      sales agents or distributors) to customers in Iran, Sudan and Syria, countries
      that are the subject of U.S. sanctions and embargo laws. These subsidiaries
      perform compliance reviews on proposed sales to embargoed and sanctioned
      countries, which take into account a number of factors, including applicable
      legal restrictions, the export classification of the products or services,
      the country of origin of the product, U.S. content (if any) of the items,
      and the end use/end user of the products or services. These subsidiaries
      also consult, as appropriate, with the Honeywell Law Department to ensure
      compliance with U.S. laws.

   In the year ended December 31, 2006, the
      Company had total direct and indirect sales of approximately $18.8
      million to customers in Iran, Sudan and Syria, representing 0.06% of the
      Company’s consolidated 2006 revenues. Sales to these countries in
      fiscal years 2005 and 2004 were less in both absolute amount and as a percentage
      of the Company’s consolidated revenues. We presently expect the amount
      of 2007 sales to customers in these countries to be generally consistent
      with 2006.

   Honeywell products and services sold or
      provided to customers in Iran, Sudan and Syria are predominantly focused
      on safety and productivity. These products and services include: avionics
      repairs and modifications and auxiliary power unit repair and overhaul
      for an airline (with respect to which the U.S. Department of Commerce granted
      export licenses in support of safety of flight), fire and smoke detectors,
      fire detection and alarm systems, gas detection equipment, fail-safe controllers,
      adsorbents for medical oxygen, refinery and petrochemical applications,
      equipment used to process hydrogen for use in a refinery, process technology
      licenses and related engineering services, and automotive brake products.

   The Company has no employees, operations,
      subsidiaries, joint venture interests or other investments in Iran, Sudan
      and/or Syria. Neither the governments of these countries nor entities controlled
      by those governments receive financing from the Company or any of its subsidiaries.
      While some end-customers may be state-owned commercial enterprises, no
      sales agents or distributors used by any of the Company’s non-U.S.
      subsidiaries are owned or controlled by the governments or government officials
      of these countries.

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

July 27, 2007

Page 3

2.

Staff’s Comment: 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 sponsors of terrorism. Please also discuss whether the operations or contacts constitute a material investment risk to your security holders.

Our Response: For the reasons set forth below, we believe that the business activities described in the response to the foregoing comment are not material to the Company’s
business and do not constitute a material investment risk to our security holders:

      the de minimis amount of sales to customers
          in these countries, both on an absolute basis
          and as a percentage of the company’s consolidated revenues;

      we have no employees, operations, facilities,
          entities, investments, liabilities or assets
          (other than receivables relating to the above-described sales)
          in or relating to these countries;

      the Company maintains policies and procedures,
          including required training of appropriate
          employees, to ensure compliance with laws and regulations
          (including U.S. sanctions and embargo laws) regarding international
          business activities; and

      the qualitative factors described in
          the response to the next comment.

3.

Staff’s Comment: Your materiality analysis should address materiality in quantitative terms, including the approximate dollar amount 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 as 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 governments linked to terrorist activities, and those
restrictions cover Iran. States including Connecticut, Maine, New Jersey, Oregon and

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

July 27, 2007

Page 4

  Florida have adopted legislation requiring
      reporting of interests in, or divestment from companies that do business
      with Sudan, and similar legislation 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.

   Our Response: Please
      see our response to the foregoing comments for our quantitative assessment
      of the materiality of the Company’s business activities in Iran, Sudan
      and Syria.

   We also considered qualitative factors
      in our assessment of materiality and, for the reasons set forth below,
      do not believe that these factors present a material investment risk to
      our security holders:

      we are not aware of any inquiries or
          indications of divestment activity from the states and universities
          referenced in your letter or from any other investors;

      the states and/or universities referenced
          in your letter directly hold less than 0.37% of the Company’s
          outstanding shares in the aggregate (we are unable to ascertain the
          amount of shares, if any, they may hold indirectly through a nominee);
          and

      we believe that the nature of our sales
          to customers in these countries (primarily focused on safety and productivity),
          coupled with our compliance policies and procedures, do not present
          a material reputational risk for the Company.

             Due to the immateriality of the Company’s business activities in Iran, Sudan and Syria, on a quantitative or qualitative basis (to the Company’s
    results of operations or financial condition or as an investment risk to
    our security holders), we do not believe that any disclosure regarding these
    activities was required in our Form 10-K for the year ended December 31,
    2006.

*           *
          *           *           *           *           *           *           *           *           *

             Honeywell
acknowledges its responsibility for the adequacy and accuracy of the disclosure
in the filing. We also acknowledge that Staff comments or changes in disclosures
in response to Staff comments do not foreclose the  Commission from taking action
with

Ms. Cecilia D. Blye

U.S. Securities and Exchange Commission

July 27, 2007

Page 5

respect to the filing and that Honeywell 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.

             Please
do not hesitate to call me at 973-455-5208 if you have any questions or would
like to discuss any aspect of this letter.

  Sincerely,

      /s/ Thomas F. Larkins

      Thomas F. Larkins

      Vice President, Corporate Secretary

      and Deputy General Counsel

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
February 17, 2006

Via Facsimile

Mr. Thomas A. Szlosek
Vice President and Controller
Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962-2245

	RE: 	Honeywell International Inc.
		Form 10-K: For the Year Ended December 31, 2004
		Form 10-Q: For the Quarter Ended September 30, 2005
		File Number: 001-08974

Dear Mr. Szlosek:

	We have completed our review of your Form 10-K and related
filings, and at this time do not have further comments.

							Sincerely,

							Michael Fay
							Accounting Branch Chief

cc: Mr. David M. Cote
    Mr. David J. Anderson
    Mr. Bob Kelly

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

  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.

2

  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

3

  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

4

  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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

December 27, 2005

Thomas A. Szlosek
Vice President and Controller
Honeywell
P.O. Box 1219
Morristown, NJ  07962-1219

		Re:	Honeywell
			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. Szlosek:

      We have reviewed your December 16, 2005 letter to us and
have
the following comments.  In our comments we ask you to provide us
with information so we may better understand your disclosure and
accounting.  Please be as detailed as necessary in your
explanation.

1. 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.

2. 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.

3. 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.

4. 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 the costs and
revenues were determined under the contract.

5. 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 are many factors that make
recovery of your "investment" certain, it is unclear how these
factors give you an ability to control the benefit.  For the
customers that do sign maintenance contracts, please explain to us
why the execution of the contract does not preclude an asset from
being recorded in connection with the transaction with the
manufacturer.  In other words, it would appear that you should
attribute all of the after market revenue that is derived from an
airline to the maintenance contract, and, consequently, there
would
be no revenue available in which to recover the customer incentive
given to the manufacturer.

6. Please refer to prior comment number 2, and the eighth airline
and related information:

(a) Identify for us any competitor(s) with a wheel and braking
system
that could have been fitted on the referenced aircraft platform,
and
identify for us their approximate market share(s) of the wheel and
braking system market for that aircraft platform at the time the
contract was executed.

(b) In addition, tell us whether your wheel and braking system was
already fitted on the used aircraft that were delivered to the
airline subsequent to the execution of the contract.  If the used
aircraft were previously fitted with your product, explain to us
how
this factor impacted the airline`s ability to change manufacturers
at the time the contract was executed.

(c) And finally, tell us whether your wheel and braking system was
already fitted on the aircraft that were being operated by the
airline at the time the contract was executed.  If the aircraft
were
being operated with your wheel and braking system, explain to us
how
this factor would impact the airline`s ability to change
manufacturers going forward.

7. Refer to prior comment number 2.  For each of the listed
aircraft
platforms, please tell us the frequency in which auxiliary power
units are replaced.  In addition, tell us your current market
share in the after market for auxiliary power units.

8. Please refer to prior comment number 12.  Please explain to us
in
much greater detail both the basis for the amount recorded from
the carrier and the reason for the significant variance.

* * * * *

      Please file your response to our comments via EDGAR within
fifteen business days from the date of this letter.  Please
understand that we may have additional comments after reviewing
your response.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a 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 its filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to its filings; 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 advised 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 filings or
in response to our comments on your filings.

      You may contact the undersigned at 202-551-3812 with any
questions.

								Sincerely,

								Michael Fay
								Branch Chief

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

            Honeywell

            Thomas A. Szlosek

            Honeywell

            Vice President and Controller

            P. O. Box 1219

            Morristown, NJ  07962-1219

            973-455-2215

            973-455-6904 Fax

December 16, 2005

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 Year Ended December 31, 2004

            Form 10-Q: For the 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 David M. Cote, dated November 18, 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.

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

Management’s Discussion and Analysis .... page 15

Critical Accounting Policies, page 18

            1.

            Staff’s Comment:  It appears for the most part that the disclosure here provides information that is already available in the notes to the financial statements.  Your disclosure here should provide greater insight into the quality, sensitivity and variability regarding all key assumptions, judgments, uncertainties and estimates that have or may materially affect financial condition and operating performance.  Your disclosure should be explicit as to which of these factors identified here and in your notes to the financial statements are most sensitive to change with a material effect on your financial statements and that have caused or may cause material differences between estimated amounts and actual results.  To the extent practicable and meaningful, you should provide quantitative disclosures of
these factors.  Your disclosure here in regard to the expected rate of return and discount rate associated with defined benefit pension plans is an

example of this.  Refer to Section V of FR-72 for further guidance.  Please revise as indicated.  Provide us with a copy of your intended disclosure.

Response:   In our 2005 Form 10-K to be filed in February 2006 we will provide the following revised disclosure for our critical accounting policies. For illustrative purposes, the text below reflects 2004 information which will be updated when we file our 2005 Form 10-K.

            •

            Long-Lived Assets (including Tangible and Definite-Lived Intangible Assets) – To conduct our global business operations and execute our business strategy, we acquire tangible and intangible assets, including property, plant and equipment and definite-lived intangible assets.  At December 31, 2004, the net carrying amount of these long-lived assets totaled $5,535 million.  The determination of useful lives (for depreciation/amortization purposes) and whether or not these assets are impaired involves the use of accounting estimates and assumptions which bear the risk of change which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions.  We periodically evaluate the recoverability of the carrying amount of
our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset group may not be fully recoverable.  The principal factors we consider in deciding when to perform an impairment review are as follows:

            •

            significant under-performance (i.e., declines in sales, earnings or cash flows) of a business or product line in relation to expectations;

            •

            annual operating plans or five-year strategic plans that indicate an unfavorable trend in operating performance of a business or product line;

            •

            significant negative industry or economic trends; and

            •

            significant changes or planned changes in our use of the assets.

Once it is determined that an impairment review is necessary, recoverability of assets is measured by comparing the carrying amount of the asset grouping to the estimated future undiscounted cash flows.  If the carrying amount exceeds the estimated future undiscounted cash flows, the asset grouping is considered to be impaired. The impairment is then measured as the difference between the carrying amount of the asset grouping and its fair value.  We use the best information available to determine fair value, which are usually either market prices (if available) or an estimate of the future discounted cash flow.  The key estimates in our discounted cash flow analysis include expected industry growth rates, our assumptions as to volume, selling prices and costs, and the discount rate selected.  As described in more detail in the repositioning and other charges section of our MD&A, we have
recorded impairment charges related to long-lived assets of $42 and $877 million in 2004 and 2002, respectively, principally related to our Performance Fibers, Nylon and Metglas Specialty Materials businesses and our Friction Materials business.  These businesses were significantly under-performing or were in industries with negative economic trends and subsequently these businesses were sold or significantly restructured.

2

            •

            Income Taxes – As of December 31, 2004, we recognized a net deferred tax asset of $1,671 million, less a valuation allowance of $338 million.  Net deferred tax assets are primarily comprised of net deductible temporary differences, net operating loss carryforwards and tax credit carryforwards that are available to reduce taxable income in future periods. The determination of the amount of valuation allowance to be provided on recorded deferred tax assets involves estimates regarding (1) the timing and amount of the reversal of taxable temporary differences, (2) future taxable income, and (3) the impact of tax planning strategies. A valuation allowance is required when it is more likely than not that all or a portion of a deferred tax asset will not be realized.  In assessing the need for a valuation allowance, we consider all
available positive and negative evidence, including past operating results, projections of future taxable income and the feasibility of ongoing tax planning strategies. The projections of future taxable income include a number of estimates and assumptions regarding our volume, pricing and costs.  Additionally, valuation allowances related to deferred tax assets can be impacted by changes to tax laws.

Our
  net deferred tax asset of $1,671 million is comprised of $1,334 million related
  to U.S. operations and $337 million related to non-U.S. operations. The U.S.
  deferred tax asset of $1,334 million is comprised of net deductible temporary
  differences, tax credit carryforwards and state tax net operating losses which
  we believe will more likely than not be realized through the generation of future
  taxable income in the U.S. and tax planning strategies. We maintain a valuation
  allowance of $88 million against such asset primarily related to state tax net
  operating losses. The non-U.S. deferred tax asset of $337 million is comprised
  principally of net operating loss carryforwards, mainly in Germany, France and
  the Netherlands. We maintain a valuation allowance of $250 million against such
  asset reflecting our historical experience and lower expectations of taxable
  income over the applicable carryforward periods. As more fully described in
  Note 7 to our consolidated financial statements, we have increased our valuation
  allowance by $39, $108 and $80 million in 2004, 2003 and 2002, respectively.
  In the event we determine that we will not be able to realize our deferred tax
  assets in the future, we will reduce such amounts through a charge to income
  in the period such determination is made. Conversely, if we determine that we
  will be able to realize deferred tax assets in excess of the carrying amounts,
  we will decrease the recorded valuation allowance through a credit to income
  in the period that such determination is made.

            •

            Sales Recognition on Long-Term Contracts – In 2004, we recognized approximately 8 percent of our total net sales using the percentage-of-completion method for long-term contracts in our Automation and Control Solutions and Aerospace reportable segments. These long-term contracts are measured on the cost-to-cost basis for engineering-type contracts and the units-of-delivery basis for production-type contracts.  Accounting for these contracts involves management judgment in estimating total contract revenue and cost.  Contract revenues are largely determined by negotiated contract prices and quantities,  modified by our assumptions regarding contract options, change orders, incentive and award provisions associated with technical performance and price adjustment clauses (such as inflation or index-based clauses). Contract costs
are incurred over a period of time, which can be several years, and the estimation of these costs

3

requires management judgment.  Cost estimates are largely based on negotiated or estimated purchase contract terms, historical performance trends and other economic projections.  Significant factors that influence these estimates include inflationary trends, technical and schedule risk, internal and subcontractor performance trends, business volume assumptions, asset utilization, and anticipated labor agreements.  Revenue and cost estimates are regularly monitored and revised based on changes in circumstances.  Anticipated losses on long-term contracts are recognized when such losses become evident. We maintain financial controls over the customer qualification, contract pricing and estimation processes to reduce the risk of contract losses.

We believe that our existing disclosure of critical accounting policies relating to Contingent Liabilities, Insurance for Asbestos Related Liabilities, Defined Benefit Pension Plans and Aerospace Customer Incentives currently includes an appropriate level of detail (including information in related footnotes in our financial statements which are specifically cross-referenced) and clearly identifies those factors that are most sensitive to change and that have resulted or may result in material differences between estimates and actual results.

Aerospace Customer Incentives, page 21

            2.

            Staff’s Comment:  Please provide us with an analysis of the components of the customer incentives capitalized for 2004 and 2003.  As part of your analysis, identify the party that received the incentive, identify the incentive provided to the customer, quantify the value attributed to the incentive, identify the aircraft to which the incentive relates, and tell us the date in which you were contractually selected as the source provider.

Our
  Response: As stated in our January 24, 2005 letter to
  the Staff, our capitalized sales incentives relate to two product categories:
  aircraft wheel and braking system hardware and aircraft auxiliary power units
  (APUs). The table below is a summary of the customer incentives capitalized
  in 2004 and 2003 for these two product categories (dollars in millions):

4

            *

            *

            *

Confidential
  Treatment Requested By Honeywell

(entire
  page omitted)

*** designates confidential portions omitted from Honeywell’s public filing.  Such portion is the subject of a Confidential Treatment Request and has been filed separately with the Commission.

5

            3.

            Staff’s Comment:  Please identify in future filings the significant projects underlying the capitalized consumer incentives.  In addition, discuss the approximate time frame between the capitalization of the customer incentive and the initial generation of cash flows.

Our
  Response: In our 2005 Form 10-K to be filed in February
  2006, and in all future periodic filings, we will disclose the aircraft platforms
  underlying the significant capitalized customer incentives for the current period
  and the time frame between the capitalization of the customer incentives and
  the initial generation of aftermarket revenues. This time frame principally
  depends upon the terms of the negotiated contract with either the aircraft manufacturer
  or airline and could be as short as a few months where a maintenance service
  agreement exists with an airline, or as long as five years where aftermarket
  revenues will commence only after expiration of the warranty service period.
  Generally, capitalized customer incentives are expected to begin generating
  aftermarket revenues and cash flows within 2 to 5 years for APUs and within
  2 to 3 years for Wheel & Braking Systems.

            4.

            Staff’s Comment:   Please clarify the reason why you provide sales incentives to both commercial aircraft manufacturers and airlines, and not solely the manufacturers.  In addition, explain to us when you would provide the incentive to one and not the other, and tell us whether you would ever provide a sales incentive to both for the same type of aircraft.

Our Response:  Sales incentives are offered to commercial aircraft manufacturers and/or airlines in order for our products to be selected for installation on newly introduced aircraft platforms. This selection is critical to participation in the significant aftermarket for the related consumable products. The value of the incentives is relatively small in comparison to the value of the aftermarket revenue stream.

The decision to offer a sales incentive to the commercial aircraft manufacturer, the airlines or both is dependent on how the aircraft manufacturer intends to source the component. If the component is to be sourced from only one vendor, then we may offer a sales incentive to the aircraft manufacturer. As we stated in our January 24, 2005 letter to the Staff, this is typically the case with our APUs.  If the component is to be sourced from multiple vendors (as in the case of our wheel and braking system hardware), then, in addition to the sales incentives provided to the aircraft manufacturer, we may also offer incentives to the airlines to induce them to specify our equipment in their aircraft order.

6

Notes to Financial Statements, page 47

Note 17 – Financial Instruments, page 66

Commodity Price Risk Management, page 67

            5.

            Staff’s Comment:  We note your disclosure about the use of long term contracts with suppliers and purchase agreements for commodities but could not locate related disclosures in accordance with paragraph 7 of FAS 47.  Please advise or revise accordingly.

Our
  Response: While we do use long term contracts and forward
  purchase agreements with our third party suppliers for certain commodities such
  as natural gas used in our Specialty Materials segment, these agreements do
  not meet all of the criteria of unconditional purchase obligations as defined
  in paragraph 6 of FAS 47 (principally the criteria in paragraph 6b) and, accordingly,
  the disclosure requirements in paragraph 7 of FAS 47 are not applicable.

Note 31 – Commitments and Contingencies, page 71

            6.

            Staff’s Comment:   Please tell us and clearly disclose in future filings the respective liabilities accrued for NARCO and Bendix at each period ended date.

Our Response:  As of September 30, 2005, the total asbestos related liability balances for NARCO and Bendix were $2,144 and $274 million, respectively. As of December 31, 2004, the total asbestos related liability balances for NARCO and Bendix were $2,395 and $355 million, respectively. In our 2005 Form 10-K to be filed in February 2006, and in all future periodic filings, we will disclose

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

November 18, 2005

Via Mail and Fax

Mr. David M. Cote
Chief Executive Officer
Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962-2245

	RE: 	Honeywell International Inc.
		Form 10-K: For the Year Ended December 31, 2004
		Form 10-Q: For the Quarter Ended September 30, 2005
		File Number: 001-08974

Dear Mr. Cote:

	We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only the
financial
statements and related disclosures and do not intend to expand our
review to other portions of your filings.  Where indicated, we
believe you should revise your future filings in response to these
comments.  If you disagree, we will consider your explanation as
to
why a comment is inapplicable or a revision 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.  After reviewing this
information,
we may raise additional comments.

	The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filings.  We look forward to
working
with you in these respects and 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.

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

Management`s Discussion and Analysis ..., page 15
Critical Accounting Policies, page 18
1. It appears for the most part that the disclosure here provides
information that is already available in the notes to the
financial
statements.  Your disclosure here should provide greater insight
into
the quality, sensitivity and variability regarding all key
assumptions, judgments, uncertainties and estimates that have or
may
materially affect financial condition and operating performance.
Your disclosure should be explicit as to which of these factors
identified here and in your notes to the financial statements are
most sensitive to change with a material effect on your financial
statements and that have caused or may cause material differences
between estimated amounts and actual results.  To the extent
practicable and meaningful, you should provide quantitative
disclosure of these factors.  Your disclosure here in regard to
the
expected rate of return and discount rate associated with defined
benefit pension plans is an example of this.  Refer to Section V
of
FR-72 for further guidance.  Please revise as indicated.  Provide
us
with a copy of your intended disclosure.

Aerospace Customer Incentives, page 21

2. Please provide us with an analysis of the components of the
customer incentives capitalized for 2004 and 2003.  As part of
your
analysis, identify the party that received the incentive, identify
the incentive provided to the customer, quantify the value
attributed
to the incentive, identify the aircraft to which the incentive
relates, and tell us the date in which you were contractually
selected as the source provider.

3. Please identify in future filings the significant projects
underlying the capitalized consumer incentives.  In addition,
discuss
the approximate time frame between the capitalization of the
customer
incentive and the initial generation of cash flows.

4. Please clarify the reason why you provide sales incentives to
both
commercial aircraft manufacturers and airlines, and not solely the
manufacturers.  In addition, explain to us when you would provide
the
incentive to one and not the other, and tell us whether you would
ever provide a sales incentive to both for the same type of
aircraft.

Notes to Financial Statements, page 47
Note 17 - Financial Instruments, page 66
Commodity Price Risk Management, page 67

5. We note your disclosure about the use of long term contracts
with
suppliers and purchase agreements for commodities but could not
locate related disclosures in accordance with paragraph 7 of FAS
47.
Please advise or revise accordingly.

Note 31 - Commitments and Contingencies, page 71

6. Please tell us and clearly disclose in future filings the
respective liabilities accrued for NARCO and Bendix at each period
ended date.

7. In regard to asbestos matters, please tell us and disclose in
future filings if there are any disputes with insurance carriers
in
regard to coverage and/or the amount expected to be recovered.

8. In future filings please consider including a table in
appropriate
detail each for environmental and asbestos matters so that the
changes between period ended dates is transparent.  Refer to the
tables you disclose in your documents for repositioning accruals
and
warranties and guaranties as examples.  Also, consider including
separate sections for NARCO and Bendix in the table for asbestos
matters for further transparency of these matters.  Provide us
with a
copy of your intended disclosure for the period January 1, 2004 to
September 20, 2005.

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

Notes to Financial Statements, page 6
Note 4, page 7

9. In regard to the Novar acquisition, please disclose the factors
that contributed to a purchase price that resulted in recognition
of
goodwill, in accordance with paragraph 51(b) of FAS 141.

10. Please tell us, and disclose as appropriate, the basis for
allocating the purchase price to the assets to be disposed in the
Novar acquisition.  Provide us with your analysis in appropriate
detail that shows how the amounts were determined.  Refer to
paragraphs 37.d(2) of FAS 141 and 34 of FAS 144 for guidance.

11. We note that over half of the assets acquired in the Novar
acquisition are to be disposed, but the amount of goodwill
attributed
to the assets to be disposed is less than half of the goodwill
recognized in the acquisition.  Please explain to us in
appropriate
detail how you determined the amount of goodwill attributable to
the
assets to be held and disposed.

Note 15. Commitments and Contingencies, page 18
Asbestos Matters, page 21
Friction Products, page 23

12. Please explain to us why you have entered into structured
insurance settlements, and explain to us the basis for recording a
gain of approximately $160 million during the nine months ended
September 30, 2005, as disclosed on page 25.  As part of your
response, tell us how the gain was calculated, the costs and
recoveries that were previously recorded related to the converted
policies, and the basis for the amounts that were previously
recorded.  In addition, tell us where you recorded the gain on
your
financial statements and the reason your presentation is
appropriate.

13. We note on page 25 the $131 million in write offs of certain
amounts due from insurance carriers during the nine months ended
September 30, 2005.  Please tell us the facts and circumstances
associated with these write offs, and the basis for the timing of
such write offs.  Provide us with a schedule detailing for each
affected insurer the amount written off and whether or not any
balance remains to be collected.  Tell us where you recorded the
write offs on your financial statements and the reason your
presentation is appropriate.  Additionally, explain to us your
assessment of the $384 million receivable from insurers at
September
30, 2005 and the basis for why you believe that the amount is
probable of collection.  Tell us the amount of any solvency
reserve
against this receivable and how such was determined.

14. For the amounts disclosed in the last paragraph on page 25 and
in
the first paragraph on page 26, please tell us how you accounted
for
each amount.  Of these amounts, tell us the gross components
comprising each amount and show separately the amounts each for
NARCO
and Bendix.

Management`s Discussion and Analysis ..., page 29

15. Please tell us, and disclose as appropriate, the expected
impacts
of the President`s previously announced proposed 2006 budget cuts
in
regard to your military and other affected federal government
programs.

		We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings to be certain that
the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
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
disclosures in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 advised 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 filings or
in
response to our comments on your filings.

	Please file your response to our comments via EDGAR within 10
business days from the date of this letter.  You may contact Doug
Jones at 202-551-3309 or me at 202-551-3812 with any questions.

	Sincerely,

	Michael Fay
	Accounting Branch Chief

cc: Mr. David J. Anderson, Chief Financial Officer (via facsimile
at 973-455-3821)

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