Honeywell International Inc. - s. 83

Headnote

Section 83 of the Securities Act -- Issuer has391 security holders in Ontario holding a de minimis numberof securities -- issuer subject to securities legislation ofthe United States -- issuer not listed or quoted on an exchangeor market in Canada -- issuer deemed to have ceased to be areporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.s. 83.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5,AS AMENDED (the "Act")

AND

IN THE MATTER OF

HONEYWELL INTERNATIONAL INC.

ORDER

(Section 83)

UPON the application of Honeywell InternationalInc. (the Company) to the Ontario Securities Commission (theCommission) for an order pursuant to Section 83 of the Act thatthe Company be deemed to have ceased to be a reporting issuerfor the purposes of the Act;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON it being represented by theCompany to the Commission that:

1. The Company is incorporated under the lawsof the State of Delaware and its head office is located inMorristown, New Jersey.

2. The Company was formed pursuant to a mergerbetween AlliedSignal Inc. and Honeywell Inc. Under the termsof the merger, the former Honeywell Inc. merged into a wholly-ownedsubsidiary of AlliedSignal Inc. and AlliedSignal Inc. changedits name to "Honeywell International Inc."

3. In 1973, the Company became listed on TheToronto Stock Exchange (the TSX). The sole purpose of thelisting was to permit Allied Chemical Corporation, a predecessorof the Company, to take to lease, through a subsidiary, certainmining claims in the Northwest Territories as the Canada MiningRegulations, as they existed at that time, permitted non-Canadiancontrolled entities to take mining claims to lease if theshares of the parent company were listed on a stock exchangein Canada.

4. In connection with such listing, the Companyobtained an order from the Commission dated September 13,1973 exempting the Company from compliance with various requirementsof the Securities Act (Ontario), R.S.O. 1970, Chapter426 as amended.

5. The Company voluntarily delisted its sharesfrom the TSX on September 13, 1988. The principal reason fordelisting the shares was the fact that the listing was nolonger needed for Canadian Mining Regulation purposes, asthe Company no longer had any mineral properties in the NorthwestTerritories, as well as the lack of any trading activity inthe Company's shares on the TSX.

6. The authorized capital of the Company consistsof 2,000,000,000 common shares, with a par value of one dollar,and 40,000,000 preferred shares, without par value. As ofFebruary 21, 2003, an aggregate of 855,585,367 common shareswere issued and outstanding. No preferred shares are issuedor outstanding. The common shares are listed and traded onthe New York Stock Exchange, the Chicago Stock Exchange, thePacific Exchange and the London Stock Exchange.

7. Based on the shareholder registers of theCompany, an aggregate of 4,478,333 shares of common stockare held by persons with addresses in Ontario and an aggregateof 8,904,964 shares of common stock are held by persons withaddresses in Canada, representing approximately 0.5% and approximately1.0% of all outstanding common shares respectively. As ofJune 30, 2003 there were approximately 391 registered shareholderswith addresses in Ontario.

8. The Company is not a reporting issuer inany province in Canada other than Ontario and is not in defaultof any of its obligations as a reporting issuer. There areno securities of the Company listed or posted for tradingon any stock exchange or market in Canada. The Company hasno intention of seeking public financing by way of an offeringof its securities in Ontario.

9. The Company maintains reporting issuerstatus in the United States and delivers all disclosure materialrequired by U.S. securities law to its shareholders locatedin Ontario and Canada. This information is also availableto shareholders on the Internet at www.honeywell.com and throughthe U.S. Securities and Exchange Commission website at http://www.sec.gov/.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to Section83 of the Act that the Company is deemed to have ceased to bea reporting issuer for the purposes of the Act.

July 11, 2003.