SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Adams Katherine L.

(Last)

(First)

(Middle)

101 COLUMBIA ROAD

(Street)

MORRISTOWN

07960

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2009

3. Issuer Name and Ticker or Trading Symbol
HONEYWELL INTERNATIONAL INC [ HON ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D
Common Stock	1,102.729	I	Held in 401(k) plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (right to buy)	⁽¹⁾	03/03/2013	Common Stock	15,500	$23.14	D
Employee Stock Options (right to buy)	⁽²⁾	02/05/2014	Common Stock	25,000	$35.65	D
Employee Stock Options (right to buy)	⁽²⁾	02/01/2015	Common Stock	27,500	$36.51	D
Employee Stock Options (right to buy)	⁽²⁾	02/16/2016	Common Stock	30,000	$42.32	D
Employee Stock Options (right to buy)	⁽³⁾	02/25/2017	Common Stock	16,000	$47.38	D
Employee Stock Options (right to buy)	⁽⁴⁾	02/25/2018	Common Stock	16,000	$58.48	D
Employee Stock Options (right to buy)	⁽⁵⁾	02/23/2019	Common Stock	140,000	$28.35	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	6,800	$0⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	17,000	$0⁽⁷⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	3,200	$0⁽⁷⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,200	$0⁽⁷⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	20,000	$0⁽⁷⁾	D
Supplemental Savings Plan Interests	⁽¹²⁾	⁽¹²⁾	Common Stock	821.752	⁽¹²⁾	D

Explanation of Responses:

1. The Employee Stock Options were granted under the Corporation's 1993 Stock Plan and are fully vested.

2. The Employee Stock Options were granted under the Corporation's 2003 Stock Incentive Plan and are fully vested.

3. The Employee Stock Options were granted under the Corporation's 2006 Stock Incentive Plan with 8,000 options fully vested and 4,000 options that will vest on each of February 26, 2010 and February 26, 2011.

4. The Employee Stock Options were granted under the Corporation's 2006 Stock Incentive Plan with 4,000 options fully vested and 4,000 options that will vest on each of February 26, 2010, February 26, 2011 and February 26, 2012.

5. The Employee Stock Options were granted under the Corporation's 2006 Stock Incentive Plan and vest in four equal annual installments with the first installment vesting on February 24, 2010.

6. The Restricted Stock Units were granted under the Corporation's 2003 Stock Incentive Plan with 6,800 units vesting on July 17, 2010.

7. Instrument converts to common stock on a one-for one basis.

8. The Restricted Stock Units were granted under the Corporation's 2006 Stock Incentive Plan with 5,610 units vesting on each of July 28, 2009 and July 28, 2011 and 5,780 units vesting on June 28, 2013.

9. The Restricted Stock Units were granted under the Corporation's 2006 Stock Incentive Plan with all units vesting on February 26, 2010.

10. The Restricted Stock Units were granted under the Corporation's 2006 Stock Incentive Plan with all units vesting on February 26, 2011.

11. The Restricted Stock Units were granted under the Corporation's 2006 Stock Incentive Plan with all units vesting on February 24, 2012.

12. Instrument converts to common stock on a one-for-one basis and reflects phantom shares of common stock represented by Company contributions to my account under the Executive Supplemental Savings Plan under rule 16b-3 on April 27, 2009.

	Jacqueline Whorms for Katherine L. Adams	04/30/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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