UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
	NOTIFICATION OF LATE FILING	SEC FILE NUMBER
		CUSIP NUMBER
(Check One): o Form 10-K   o Form 20-F   þ Form 11-K   o Form 10-Q   o Form 10-D
o Form N-SAR   o Form N-CSR

For Period Ended: December 31, 2008

[   ] Transition Report on Form 10-K

[   ] Transition Report on Form 20-F

[   ] Transition Report on Form 11-K

[   ] Transition Report on Form 10-Q

[   ] Transition Report on Form N-SAR

For the Transition Period Ended: ______________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ____________________________________________________________

PART I — REGISTRANT INFORMATION

The Honeywell Puerto Rico Savings and Ownership Plan

Full Name of Registrant

N/A

Former Name if Applicable

101 Columbia Road

Address of Principal Executive Office (Street and Number)

Morristown, New Jersey 07962

City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth

	calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Honeywell Puerto Rico Savings and Ownership Plan (the “Plan”) is unable to file its initial Form 11-K for the year ended December 31, 2008 (the “2008 Form 11-K”) within the prescribed time period because of unanticipated delays in the compilation and review of information required for the completion of the 2008 Form 11-K. The Plan intends to file its 2008 Form 11-K as soon as reasonably practicable upon its completion.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Brian Marcotte	973	455-2000
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

þ Yes oNo

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

o Yes þ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Honeywell Puerto Rico Savings and Ownership Plan
(Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  June 30, 2009	By:	/s/ Eric Warren
		Eric Warren
		Authorized Representative