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