As filed with the Securities and Exchange Commission on March 29, 2001.


                                             Registration No. 333-
==========================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             --------------------
                          Honeywell International Inc.
             (Exact name of registrant as specified in its charter)

                 Delaware                             22-2640650
        (State or other jurisdiction               (I.R.S. Employer
      of incorporation or organization)         Identification Number)

              P.O. Box 4000
           Morristown, New Jersey                      07962-2497
   (Address of Principal Executive Offices)            (Zip Code)
                             ---------------------
         Data Instruments, Inc. Employee Stock Ownership Plan and Trust
                           (Full title of the plan)
                             ---------------------
                            PETER M. KREINDLER, ESQ.
                    Senior Vice President and General Counsel
                          Honeywell International Inc.
                            101 Columbia Road
               Morris Township, New Jersey 07962-2497 (Name and
                          address of agent for service)
                                 (973) 455-2000
          (Telephone number, including area code of agent for service)
                             ---------------------
                         CALCULATION OF REGISTRATION FEE

                               Proposed        Proposed
Title of                       maximum         maximum
securities                     offering        aggregate      Amount of
to be             Amount to be price per       offering       registration
registered (1)    Registered   share (2)       price (2)      fee (2)
Common Stock,
par value $1.00
per share (3      22,000 sh.   $37.495         $824,890        $206.23

(1)   In addition, pursuant to Rule 416(c) of the Securities
      Act of 1933, this registration statement also covers an
      indeterminate amount of interests offered or sold
      pursuant to the plan.
(2)   Estimated in accordance with Rule 457(h) of the Act,
      solely for the purpose of calculating the registration fee.
      $37.495 represents the average of the high and low sales prices
      of common stock on the New York Stock Exchange Composite Tape
      on March 23, 2001.
(3)   The shares of common stock being registered consist of
      shares of common stock acquired by the plan trustee
      pursuant to the plan for the account of participants.

<PAGE>

                                   PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified in
Part I of Form S-8 will be sent or given to participants in
the Data Instruments, Inc. Employee Stock Ownership Plan and
Trust as specified by Rule 428(b)(1) promulgated by the SEC
under the Securities Act of 1933.

     Such document(s) are not being filed with the SEC, but
constitute (along with the documents incorporated by
reference into this registration statement pursuant to Item 3
of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The SEC allows us to "incorporate by reference" into
this prospectus the information we file with it, which means
that we can disclose important information to you by
referring you to those documents. The information
incorporated by reference is considered to be a part of this
prospectus, and information filed with the SEC after the date
of this prospectus will update and supersede information on
file with the SEC as of the date of this prospectus. We
incorporate by reference:

HONEYWELL'S SEC FILINGS (FILE NO. 1-8974)

    Annual Report on Form 10-K for the year ended December 31, 1999.

    Quarterly Reports on Form 10-Q for the quarters ended
    March 31, June 30 and September 30, 2000.

    Current Reports on Form 8-K filed on January 21, February
    14, February 29, September 8 and October 25, 2000.

    Registration Statement on Form 8-B filed on August 16,
    1985 describing Honeywell's common stock.

      We incorporate by reference additional documents that
Honeywell or the Plan may file with the SEC after the date of
this registration statement. These documents include periodic
reports, which may include the Plan's Annual Report on Form
11-K, and Honeywell's Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K, as
well as proxy statements.

Item 4. Description of Securities

      The securities to be offered are registered under
Section 12(b) of the Securities Exchange Act of 1934.

Item 5. Interests of Named Experts and Counsel

     The legality of the common stock offered hereby has been
passed upon by J. Edward Smith, Assistant General Counsel,
Corporate and Finance, of

<PAGE>

Honeywell. Mr. Smith beneficially owns shares of Honeywell common
stock and has options to purchase shares of Honeywell common stock.

Item 6. Indemnification of Directors and Officers

      Delaware law provides that a corporation may indemnify
directors and officers as well as other employees and individuals
against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement in connection with specified
actions, suits, proceedings whether civil, criminal,
administrative, or investigative (other than action by or in
the right of the corporation -a "derivative action"), if they
acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends
to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such action, and
the statute requires court approval before there can be any
indemnification where the person seeking indemnification has
been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be
granted by a corporation's charter, by-laws, disinterested
director vote, shareowner vote, agreement, or otherwise.

     Delaware law permits a corporation to provide in its
certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its shareowners
for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's
duly of loyalty to the corporation or its shareowners, (ii)
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
payment of unlawful dividends or unlawful stock purchases or
redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.

     Under Article ELEVENTH of Honeywell's Restated
Certificate of Incorporation, each person who is or was a
director or officer of Honeywell, and each director or officer of
Honeywell who serves or served any other enterprise or
organization at the request of Honeywell, shall be
indemnified by Honeywell to the full extent permitted by
Delaware law.

     Under Delaware law, to the extent that such a person is
successful on the merits or otherwise in defense of a suit or
proceeding brought against such person by reason of the fact
that such person is or was a director or officer of
Honeywell, or serves or served any other enterprise or
organization at the request of Honeywell, such person shall
be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection with such
action.

     If unsuccessful in defense of a third-party civil suit
or a criminal suit, or if such a suit is settled, such a
person shall be indemnified under such law against both (1)
expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if such person acted in good
faith and in a manner such person reasonably believed to be
in, or not opposed to, the best interests of Honeywell, and
with respect to any criminal action, had no reasonable cause
to believe such person's conduct was unlawful.

<PAGE>

     If unsuccessful in defense of a suit brought by or in
the right of Honeywell, or if such suit is settled, such a person
shall beindemnified under such law only against expenses (including
attorneys' fees) actually and reasonably incurred in the
defense or settlement of such suit if such person acted in
good faith and in a manner such person reasonably believed to
be in, or not opposed to, the best interests of Honeywell
except that if such person is adjudged to be liable in such
suit to Honeywell, such person cannot be made whole even for
expenses unless the court determines that such person is
fairly and reasonably entitled to indemnity for such
expenses.

     In addition, Honeywell maintains directors' and
officers' reimbursement and liability insurance pursuant to
standard form policies. The risks covered by such policies
include certain liabilities under the securities laws.

     Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or
persons controlling Honeywell pursuant to Honeywell's
Restated Certificate of Incorporation, Delaware law, or
otherwise, Honeywell has been informed that in the opinion of
the SEC such indemnification is against public policy as
expressed in the Securities Act and it therefore
unenforceable.

Item 7. Exemption from Registration Claimed

   Not Applicable

Item 8. Exhibits

    Exhibit
      No.                             Description
    -------                           -----------

    4.1  Honeywell's Restated Certificate of Incorporation,
         (incorporated by reference to Exhibit 3(i) to our Form 8-K filed
         December 3, 1999).

    4.2  Honeywell's By-laws, as amended (incorporated by
         reference to Exhibit 3(ii) to our Form 10-Q for the quarter ended
         June 30, 2000).

    5    Opinion of J. Edward Smith, Esq., with respect to
         the legality of the securities being registered hereby (filed
         herewith).

    15   Independent Accountants Acknowledgment Letter as to the
         incorporation of their reports relating to unaudited
         interim financial information (filed herewith).

    23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).

    23.2 Consent of Deloitte & Touche LLP (filed herewith).

    23.3 The consent of J. Edward Smith, Esq. is contained
         in his opinion filed as Exhibit 5 to this registration statement.

     24   Powers of Attorney (filed herewith).

<PAGE>

Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or
        sales are being made, a post-effective amendment to
        this registration statement:

            (i) To include any prospectus required by Section
            10(a)(3) of the Securities Act of 1933.

            (ii) To reflect in the prospectus any facts or
            events arising after the effective date of the
            registration statement (or the most recent post-
            effective amendment thereof) which, individually
            or in the aggregate, represent a fundamental
            change in the information set forth in the
            registration statement.

            (iii) To include any material information with
            respect to the plan of distribution not
            previously disclosed in the registration
            statement or any material change to such
            information in the registration statement.

     Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the registration statement.

        (2)  That, for the purpose of determining any
        liability under the Securities Act of 1933, each such
        post-effective amendment shall be deemed to be a new
        registration statement relating to the securities
        offered therein, and the offering of such securities
        at that time shall be deemed to be the initial bona
        fide offering thereof.

        (3) To remove from registration by means of a post-
        effective amendment any of the securities being
        registered which remain unsold at the termination of
        the offering.

    (b) The undersigned registrant hereby undertakes that,
    for purposes of determining any liability under the
    Securities Act of 1933, each filing of the registrant's
    annual report pursuant to Section 13(a) or Section 15(d)
    of the Securities Exchange Act of 1934, and each filing
    of the Plan's annual report pursuant to Section 15(d) of
    the Exchange Act, that is incorporated by reference in
    the registration statement shall be deemed to be a new
    registration statement relating to the securities offered
    therein, and the offering of such securities at that time
    shall be deemed to be the initial bona fide offering
    thereof.

<PAGE>
                                   SIGNATURES

        Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of
Morris, State of New Jersey, on the 29th day of March, 2001.

                                      Honeywell International Inc.

                                      By: /s/ Richard F. Wallman
                                         ------------------------------
                                         Richard F. Wallman
                                         Senior Vice President and
                                         Chief Financial Officer

        Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.


             Name                   Title                                Date
             ----                   -----                                ----
              *                Director, Chairman and Chief Executive
  ----------------------------  Officer
     (Michael R. Bonsignore)

              *                Director
  ----------------------------
      (Hans W. Becherer)

              *                Director
  ----------------------------
      (Gordon M. Bethune)

              *                Director
  ----------------------------
      (Marshall N. Carter)

              *                Director
  ----------------------------
      (Jaime Chico Pardo)

              *                Director
  ----------------------------
        (Ann M. Fudge)

              *                Director
  ----------------------------
       (James J. Howard)

              *                Director
  ----------------------------
        (Bruce Karatz)


<PAGE>

              *                Director
  ----------------------------
      (Robert P. Luciano)

              *                Director
  ----------------------------
      (Russell E. Palmer)

              *                Director
  ----------------------------
     (Ivan G. Seidenberg)

              *                Director
  ----------------------------
      (John R. Stafford)

              *                Director
  ----------------------------
      (Michael W. Wright)

  /s/ Richard F. Wallman       Senior Vice President and        March 29, 2001
 ----------------------------    Chief Financial Officer
     (Richard F. Wallman)        (Principal Financial Officer)

  /s/ Philip M. Palazzari      Vice President and               March 29, 2001
  ---------------------------    Controller (Principal
   (Philip M. Palazzari)         Accounting Officer)

*By: /s/ Peter M. Kreindler
  ---------------------------
      (Peter M. Kreindler,                                      March 29, 2001
       Attorney-in-Fact)

<PAGE>

     The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Plan administrator has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of
Morris, State of New Jersey, on the 29th day of March, 2001.

                             Data Instruments, Inc. Employee
                             Stock Ownership Plan and Trust

                             By: /s/ Brian Marcotte
                                --------------------------
                                Brian Marcotte
                                Vice President-Benefits

<PAGE>

                                  EXHIBIT INDEX



Exhibit
  No.                                 Description
-------                               -----------

4.1    Honeywell's Restated Certificate of Incorporation,
       (incorporated by reference to Exhibit 3(i) to our Form 8-K filed
       December 3,1999).

4.2    Honeywell's By-laws, as amended (incorporated by
       reference to Exhibit 3(ii) to our Form 10-Q for the quarter ended
       June 30, 2000).

5      Opinion of J. Edward Smith, Esq., with respect to the
       legality of The securities being registered hereby (filed
       herewith).

15     Independent Accountants Acknowledgment Letter as to the
       incorporation of their reports relating to unaudited
       interim financial information (filed herewith).

23.1   Consent of PricewaterhouseCoopers LLP (filed herewith).

23.2   Consent of Deloitte & Touche LLP (filed herewith).

23.3   The consent of J. Edward Smith, Esq. is contained in his opinion
       filed as Exhibit 5 to this registration statement.

24     Powers of Attorney (filed herewith).
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{"company-data": {"conformed-name": "HONEYWELL INTERNATIONAL INC", "cik": "0000773840", "assigned-sic": "3714", "irs-number": "222640650", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57866", "film-number": "1584021"}, "business-address": {"street1": "101 COLUMBIA RD", "street2": "PO BOX 4000", "city": "MORRISTOWN", "state": "NJ", "zip": "07962", "phone": "9734552000"}, "mail-address": {"street1": "101 COLUMBIA RD P O BOX 4000", "street2": "101 COLUMBIA RD P O BOX 4000", "city": "MORRISTOWN", "state": "NJ", "zip": "07962"}, "former-company": {"former-conformed-name": "ALLIEDSIGNAL INC", "date-changed": "19940929"}}
As filed with the Securities and Exchange Commission on March 29, 2001.

                                             Registration No. 333-
==========================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             --------------------
                          Honeywell International Inc.
             (Exact name of registrant as specified in its charter)

                 Delaware                             22-2640650
        (State or other jurisdiction               (I.R.S. Employer
      of incorporation or organization)         Identification Number)

              P.O. Box 4000
           Morristown, New Jersey                      07962-2497
   (Address of Principal Executive Offices)            (Zip Code)
                             ---------------------
         Data Instruments, Inc. Employee Stock Ownership Plan and Trust
                           (Full title of the plan)
                             ---------------------
                            PETER M. KREINDLER, ESQ.
                    Senior Vice President and General Counsel
                          Honeywell International Inc.
                            101 Columbia Road
               Morris Township, New Jersey 07962-2497 (Name and
                          address of agent for service)
                                 (973) 455-2000
          (Telephone number, including area code of agent for service)
                             ---------------------
                         CALCULATION OF REGISTRATION FEE

                               Proposed        Proposed
Title of                       maximum         maximum
securities                     offering        aggregate      Amount of
to be             Amount to be price per       offering       registration
registered (1)    Registered   share (2)       price (2)      fee (2)
Common Stock,
par value $1.00
per share (3      22,000 sh.   $37.495         $824,890        $206.23

(1)   In addition, pursuant to Rule 416(c) of the Securities
      Act of 1933, this registration statement also covers an
      indeterminate amount of interests offered or sold
      pursuant to the plan.
(2)   Estimated in accordance with Rule 457(h) of the Act,
      solely for the purpose of calculating the registration fee.
      $37.495 represents the average of the high and low sales prices
      of common stock on the New York Stock Exchange Composite Tape
      on March 23, 2001.
(3)   The shares of common stock being registered consist of
      shares of common stock acquired by the plan trustee
      pursuant to the plan for the account of participants.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified in
Part I of Form S-8 will be sent or given to participants in
the Data Instruments, Inc. Employee Stock Ownership Plan and
Trust as specified by Rule 428(b)(1) promulgated by the SEC
under the Securities Act of 1933.

     Such document(s) are not being filed with the SEC, but
constitute (along with the documents incorporated by
reference into this registration statement pursuant to Item 3
of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The SEC allows us to "incorporate by reference" into
this prospectus the information we file with it, which means
that we can disclose important information to you by
referring you to those documents. The information
incorporated by reference is considered to be a part of this
prospectus, and information filed with the SEC after the date
of this prospectus will update and supersede information on
file with the SEC as of the date of this prospectus. We
incorporate by reference:

HONEYWELL'S SEC FILINGS (FILE NO. 1-8974)

    Annual Report on Form 10-K for the year ended December 31, 1999.

    Quarterly Reports on Form 10-Q for the quarters ended
    March 31, June 30 and September 30, 2000.

    Current Reports on Form 8-K filed on January 21, February
    14, February 29, September 8 and October 25, 2000.

    Registration Statement on Form 8-B filed on August 16,
    1985 describing Honeywell's common stock.

      We incorporate by reference additional documents that
Honeywell or the Plan may file with the SEC after the date of
this registration statement. These documents include periodic
reports, which may include the Plan's Annual Report on Form
11-K, and Honeywell's Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K, as
well as proxy statements.

Item 4. Description of Securities

      The securities to be offered are registered under
Section 12(b) of the Securities Exchange Act of 1934.

Item 5. Interests of Named Experts and Counsel

     The legality of the common stock offered hereby has been
passed upon by J. Edward Smith, Assistant General Counsel,
Corporate and Finance, of
Honeywell. Mr. Smith beneficially owns shares of Honeywell common
stock and has options to purchase shares of Honeywell common stock.

Item 6. Indemnification of Directors and Officers

      Delaware law provides that a corporation may indemnify
directors and officers as well as other employees and individuals
against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement in connection with specified
actions, suits, proceedings whether civil, criminal,
administrative, or investigative (other than action by or in
the right of the corporation -a "derivative action"), if they
acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends
to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such action, and
the statute requires court approval before there can be any
indemnification where the person seeking indemnification has
been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be
granted by a corporation's charter, by-laws, disinterested
director vote, shareowner vote, agreement, or otherwise.

     Delaware law permits a corporation to provide in its
certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its shareowners
for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's
duly of loyalty to the corporation or its shareowners, (ii)
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
payment of unlawful dividends or unlawful stock purchases or
redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.

     Under Article ELEVENTH of Honeywell's Restated
Certificate of Incorporation, each person who is or was a
director or officer of Honeywell, and each director or officer of
Honeywell who serves or served any other enterprise or
organization at the request of Honeywell, shall be
indemnified by Honeywell to the full extent permitted by
Delaware law.

     Under Delaware law, to the extent that such a person is
successful on the merits or otherwise in defense of a suit or
proceeding brought against such person by reason of the fact
that such person is or was a director or officer of
Honeywell, or serves or served any other enterprise or
organization at the request of Honeywell, such person shall
be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection with such
action.

     If unsuccessful in defense of a third-party civil suit
or a criminal suit, or if such a suit is settled, such a
person shall be indemnified under such law against both (1)
expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if such person acted in good
faith and in a manner such person reasonably believed to be
in, or not opposed to, the best interests of Honeywell, and
with respect to any criminal action, had no reasonable cause
to believe such person's conduct was unlawful.
If unsuccessful in defense of a suit brought by or in
the right of Honeywell, or if such suit is settled, such a person
shall beindemnified under such law only against expenses (including
attorneys' fees) actually and reasonably incurred in the
defense or settlement of such suit if such person acted in
good faith and in a manner such person reasonably believed to
be in, or not opposed to, the best interests of Honeywell
except that if such person is adjudged to be liable in such
suit to Honeywell, such person cannot be made whole even for
expenses unless the court determines that such person is
fairly and reasonably entitled to indemnity for such
expenses.

     In addition, Honeywell maintains directors' and
officers' reimbursement and liability insurance pursuant to
standard form policies. The risks covered by such policies
include certain liabilities under the securities laws.

     Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or
persons controlling Honeywell pursuant to Honeywell's
Restated Certificate of Incorporation, Delaware law, or
otherwise, Honeywell has been informed that in the opinion of
the SEC such indemnification is against public policy as
expressed in the Securities Act and it therefore
unenforceable.

Item 7. Exemption from Registration Claimed

   Not Applicable

Item 8. Exhibits

    Exhibit
      No.                             Description
    -------                           -----------

    4.1  Honeywell's Restated Certificate of Incorporation,
         (incorporated by reference to Exhibit 3(i) to our Form 8-K filed
         December 3, 1999).

    4.2  Honeywell's By-laws, as amended (incorporated by
         reference to Exhibit 3(ii) to our Form 10-Q for the quarter ended
         June 30, 2000).

    5    Opinion of J. Edward Smith, Esq., with respect to
         the legality of the securities being registered hereby (filed
         herewith).

    15   Independent Accountants Acknowledgment Letter as to the
         incorporation of their reports relating to unaudited
         interim financial information (filed herewith).

    23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).

    23.2 Consent of Deloitte & Touche LLP (filed herewith).

    23.3 The consent of J. Edward Smith, Esq. is contained
         in his opinion filed as Exhibit 5 to this registration statement.

     24   Powers of Attorney (filed herewith).
Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or
        sales are being made, a post-effective amendment to
        this registration statement:

            (i) To include any prospectus required by Section
            10(a)(3) of the Securities Act of 1933.

            (ii) To reflect in the prospectus any facts or
            events arising after the effective date of the
            registration statement (or the most recent post-
            effective amendment thereof) which, individually
            or in the aggregate, represent a fundamental
            change in the information set forth in the
            registration statement.

            (iii) To include any material information with
            respect to the plan of distribution not
            previously disclosed in the registration
            statement or any material change to such
            information in the registration statement.

     Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the registration statement.

        (2)  That, for the purpose of determining any
        liability under the Securities Act of 1933, each such
        post-effective amendment shall be deemed to be a new
        registration statement relating to the securities
        offered therein, and the offering of such securities
        at that time shall be deemed to be the initial bona
        fide offering thereof.

        (3) To remove from registration by means of a post-
        effective amendment any of the securities being
        registered which remain unsold at the termination of
        the offering.

    (b) The undersigned registrant hereby undertakes that,
    for purposes of determining any liability under the
    Securities Act of 1933, each filing of the registrant's
    annual report pursuant to Section 13(a) or Section 15(d)
    of the Securities Exchange Act of 1934, and each filing
    of the Plan's annual report pursuant to Section 15(d) of
    the Exchange Act, that is incorporated by reference in
    the registration statement shall be deemed to be a new
    registration statement relating to the securities offered
    therein, and the offering of such securities at that time
    shall be deemed to be the initial bona fide offering
    thereof.
SIGNATURES

        Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of
Morris, State of New Jersey, on the 29th day of March, 2001.

                                      Honeywell International Inc.

                                      By: /s/ Richard F. Wallman
                                         ------------------------------
                                         Richard F. Wallman
                                         Senior Vice President and
                                         Chief Financial Officer

        Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.

             Name                   Title                                Date
             ----                   -----                                ----
              *                Director, Chairman and Chief Executive
  ----------------------------  Officer
     (Michael R. Bonsignore)

              *                Director
  ----------------------------
      (Hans W. Becherer)

              *                Director
  ----------------------------
      (Gordon M. Bethune)

              *                Director
  ----------------------------
      (Marshall N. Carter)

              *                Director
  ----------------------------
      (Jaime Chico Pardo)

              *                Director
  ----------------------------
        (Ann M. Fudge)

              *                Director
  ----------------------------
       (James J. Howard)

              *                Director
  ----------------------------
        (Bruce Karatz)
*                Director
  ----------------------------
      (Robert P. Luciano)

              *                Director
  ----------------------------
      (Russell E. Palmer)

              *                Director
  ----------------------------
     (Ivan G. Seidenberg)

              *                Director
  ----------------------------
      (John R. Stafford)

              *                Director
  ----------------------------
      (Michael W. Wright)

  /s/ Richard F. Wallman       Senior Vice President and        March 29, 2001
 ----------------------------    Chief Financial Officer
     (Richard F. Wallman)        (Principal Financial Officer)

  /s/ Philip M. Palazzari      Vice President and               March 29, 2001
  ---------------------------    Controller (Principal
   (Philip M. Palazzari)         Accounting Officer)

*By: /s/ Peter M. Kreindler
  ---------------------------
      (Peter M. Kreindler,                                      March 29, 2001
       Attorney-in-Fact)
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Plan administrator has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of
Morris, State of New Jersey, on the 29th day of March, 2001.

                             Data Instruments, Inc. Employee
                             Stock Ownership Plan and Trust

                             By: /s/ Brian Marcotte
                                --------------------------
                                Brian Marcotte
                                Vice President-Benefits
EXHIBIT INDEX

Exhibit
  No.                                 Description
-------                               -----------

4.1    Honeywell's Restated Certificate of Incorporation,
       (incorporated by reference to Exhibit 3(i) to our Form 8-K filed
       December 3,1999).

4.2    Honeywell's By-laws, as amended (incorporated by
       reference to Exhibit 3(ii) to our Form 10-Q for the quarter ended
       June 30, 2000).

5      Opinion of J. Edward Smith, Esq., with respect to the
       legality of The securities being registered hereby (filed
       herewith).

15     Independent Accountants Acknowledgment Letter as to the
       incorporation of their reports relating to unaudited
       interim financial information (filed herewith).

23.1   Consent of PricewaterhouseCoopers LLP (filed herewith).

23.2   Consent of Deloitte & Touche LLP (filed herewith).

23.3   The consent of J. Edward Smith, Esq. is contained in his opinion
       filed as Exhibit 5 to this registration statement.

24     Powers of Attorney (filed herewith).