By-laws - Honeywell International Inc.


                            By-laws
                              of
                 Honeywell International Inc.








Amended as of
December 1, 1999






                               
                             TABLE OF CONTENTS


ARTICLE I--OFFICES...................................................... 1

 SECTION 1.  Registered Office.......................................... 1

 SECTION 2.  Other Offices.............................................. 1

ARTICLE II--MEETINGS OF STOCKHOLDERS.................................... 1

 SECTION 1.  Place of Meetings.......................................... 1

 SECTION 2.  Annual Meetings............................................ 1

 SECTION 3.  Special Meetings........................................... 1

 SECTION 4.  Notice of Meetings......................................... 1

 SECTION 5.  Quorum..................................................... 2

 SECTION 6.  Order of Business.......................................... 2

 SECTION 7.  Voting..................................................... 2

 SECTION 8.  Inspectors................................................. 2

ARTICLE III--DIRECTORS.................................................. 3

 SECTION 1.  Powers..................................................... 3

 SECTION 2.  Number, Election and Terms................................. 3

 SECTION 3.  Nomination of Directors; Election.......................... 3

 SECTION 4.  Place of Meetings.......................................... 4

 SECTION 5.  Regular Meetings........................................... 4

 SECTION 6.  Special Meetings........................................... 4

 SECTION 7.  Notice of Meetings......................................... 4


                                  i



 SECTION 8.  Quorum and Manner of Acting................................ 5

 SECTION 9.  Resignation................................................ 5

 SECTION 10.  Removal of Directors...................................... 5

 SECTION 11.  Compensation of Directors................................. 5

ARTICLE IV--COMMITTEES OF THE BOARD..................................... 5

 SECTION 1.  Appointment and Powers of Audit Committee.................. 5

 SECTION 2.  Other Committees........................................... 6

 SECTION 3.  Action by Consent; Participation by Telephone or
               Similar Equipment........................................ 6

 SECTION 4.  Changes in Committees; Resignations; Removals.............. 6

ARTICLE V--OFFICERS..................................................... 7

 SECTION 1.  Number and Qualifications.................................. 7

 SECTION 2.  Resignations............................................... 7

 SECTION 3.  Removal.................................................... 7

 SECTION 4.  Vacancies.................................................. 7

 SECTION 5.  Chairman of the Board...................................... 7

 SECTION 6.  Vice Chairman of the Board................................. 8

 SECTION 7.  Chief Executive Officer.................................... 8

 SECTION 8.  President.................................................. 8

 SECTION 9.  Vice Presidents............................................ 8

 SECTION 10.  General Counsel........................................... 8

 SECTION 11.  Treasurer................................................. 8

 SECTION 12.  Secretary................................................. 8

 SECTION 13.  Controller................................................ 9

 SECTION 14.  Bonds of Officers......................................... 9

                                   ii




 SECTION 15.  Compensation.............................................. 9

 SECTION 16.  Officers of Operating Companies or Divisions.............. 9

 SECTION 17.  Provisions Relating to Michael R. Bonsignore.............. 9

ARTICLE VI--CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.................... 10

 SECTION 1.  Contracts................................................. 10

 SECTION 2.  Checks, etc............................................... 10

 SECTION 3.  Loans..................................................... 10

 SECTION 4.  Deposits.................................................. 10

ARTICLE VII--CAPITAL STOCK............................................. 10

 SECTION 1.  Stock Certificates and Uncertificated Shares.............. 10

 SECTION 2.  List of Stockholders Entitled to Vote..................... 11

 SECTION 3.  Stock Ledger.............................................. 11

 SECTION 4.  Transfers of Capital Stock................................ 11

 SECTION 5.  Lost Certificates......................................... 11

 SECTION 6.  Fixing of Record Date..................................... 12

 SECTION 7.  Registered Owners......................................... 12

ARTICLE VIII--FISCAL YEAR.............................................. 12

ARTICLE IX--SEAL....................................................... 12

ARTICLE X--WAIVER OF NOTICE............................................ 12

ARTICLE XI--AMENDMENTS................................................. 13

ARTICLE XII--EMERGENCY BY-LAWS......................................... 13

 SECTION 1.  Emergency Board of Directors.............................. 13

 SECTION 2.  Membership of Emergency Board of Directors................ 13

                                 iii




 SECTION 3.  Powers of the Emergency Board............................. 13

 SECTION 4.  Stockholders' Meeting..................................... 14

 SECTION 5.  Emergency Corporate Headquarters.......................... 14

 SECTION 6.  Limitation of Liability................................... 14





                                iv


                               
                               
                            By-laws
                              of
                 Honeywell International Inc.
                               
                           ARTICLE I
                            OFFICES
                               
   SECTION  1.   Registered Office.  The registered  office  of
Honeywell   International   Inc.   (hereinafter   called    the
Corporation) within the State of Delaware shall be in the  City
of Wilmington, County of New Castle.

   SECTION 2.  Other Offices.  The Corporation may also have an
office  or  offices  and  keep the books  and  records  of  the
Corporation,  except as may otherwise be required  by  law,  in
such  other place or places, either within or without the State
of  Delaware,  as  the Board of Directors  of  the  Corporation
(hereinafter called the Board) may from time to time  determine
or the business of the Corporation may require.

                          ARTICLE II
                   MEETINGS OF STOCKHOLDERS
                               
   SECTION 1.  Place of Meetings.  All meetings of Stockholders
of  the  Corporation shall be held at the registered office  of
the  Corporation  in the State of Delaware  or  at  such  other
place,  within or without the State of Delaware,  as  may  from
time to time be fixed by the Board or specified or fixed in the
respective notices or waivers of notice thereof.

    SECTION  2.   Annual  Meetings.   The  annual  meeting   of
Stockholders  of the Corporation for the election of  directors
and  for the transaction of any other proper business shall  be
held at 10:00 a.m. on the last Monday of April of each year, or
on  such  other date and at such other time as may be fixed  by
the Board.  If the annual meeting for the election of directors
shall  not be held on the day designated, the Board shall cause
the meeting to be held as soon thereafter as convenient.

    SECTION   3.    Special  Meetings.   Special  meetings   of
Stockholders, unless otherwise provided by law, may  be  called
at any time by the Board pursuant to a resolution adopted by  a
majority  of  the  then  authorized  number  of  directors  (as
determined in accordance with Section 2 of Article III of these
By-laws),  or  by the Chief Executive Officer.  Any  such  call
must  specify  the matter or matters to be acted upon  at  such
meeting  and  only such matter or matters shall be  acted  upon
thereat.

   SECTION  4.  Notice of Meetings.  Notice of each meeting  of
Stockholders,  annual or special, shall be  in  writing,  shall
state the place, date and hour of the meeting, and, in the case
of  a  special meeting, the purpose or purposes for  which  the
meeting  is  called.   Unless otherwise provided  by  law,  the
written  notice of any meeting shall be given not less than  10
nor  more than 60 days before the date of the meeting  to  each
Stockholder entitled to vote at the meeting.  If mailed, notice
is  given  when  deposited in the United States  mail,  postage
prepaid,  directed  to the Stockholder at  his  address  as  it
appears  on  the  records of the




Corporation.  Unless  (i)  the adjournment  is for more than 30
days, or (ii) the Board  shall fix  a  new  record  date for any
adjourned meeting  after  the adjournment, notice of an adjourned
meeting need not  be  given if  the  time and place to which the
meeting shall be adjourned were  announced  at  the meeting at which 
the  adjournment  was taken.

   SECTION 5.  Quorum.  At each meeting of Stockholders of  the
Corporation, the holders of a majority of the shares of capital
stock  of  the  Corporation entitled to vote  at  the  meeting,
present  in person or represented by proxy, shall constitute  a
quorum  for  the transaction of business, except  as  otherwise
provided  by law.  In the absence of a quorum, the chairman  of
the  meeting  or  a  majority in interest of those  present  in
person  or  represented by proxy and entitled to  vote  at  the
meeting  may  adjourn the meeting from time  to  time  until  a
quorum shall be present.

   SECTION 6.  Order of Business.  The order of business at all
meetings of Stockholders shall be as determined by the chairman
of the meeting.

   SECTION  7.   Voting.  Except as otherwise provided  in  the
Certificate  of Incorporation, at each meeting of Stockholders,
every  Stockholder of the Corporation shall be entitled to  one
vote  for every share of capital stock standing in his name  on
the  stock  record  of the Corporation (i) at  the  time  fixed
pursuant  to Section 6 of Article VII of these By-laws  as  the
record  date for the determination of Stockholders entitled  to
vote at such meeting, or (ii) if no such record date shall have
been  fixed,  then at the close of business  on  the  day  next
preceding  the day on which notice thereof shall be given.   At
each  meeting of Stockholders, except as otherwise provided  by
law or in the Certificate of Incorporation or these By-laws, in
all   matters  other  than  the  election  of  directors,   the
affirmative vote of the majority of shares present in person or
represented by proxy and entitled to vote on the subject matter
shall be the act of the Stockholders.

   SECTION  8.   Inspectors.   In advance  of  any  meeting  of
Stockholders, the Board shall appoint one or more inspectors to
act  at  the meeting and make a written report thereof and  may
designate  one  or  more alternate inspectors  to  replace  any
inspector  who fails to act.  If no inspector or  alternate  is
able  to  act  at a meeting, the chairman of the meeting  shall
appoint  one  or more inspectors to act at the  meeting.   Each
inspector shall take and sign such oath and perform such duties
as  shall be required by law and may perform such other  duties
not   inconsistent  therewith  as  may  be  requested  by   the
Corporation.




                               2





                          ARTICLE III
                           DIRECTORS
                               
   SECTION  1.   Powers.   The  business  and  affairs  of  the
Corporation shall be managed by or under the direction  of  the
Board.  The Board may exercise all such authority and powers of
the  Corporation and do all such lawful acts and things as  are
not by law or otherwise directed or required to be exercised or
done by the Stockholders.

   SECTION  2.   Number,  Election and Terms.   The  authorized
number of directors may be determined from time to time by vote
of  a majority of the then authorized number of directors or by
the  affirmative  vote of the holders of at least  80%  of  the
voting power of the then outstanding shares of capital stock of
the  Corporation entitled to vote generally in the election  of
directors,  voting  together  as  a  single  class;   provided,
however,  that such number shall not be less than 13  nor  more
than  23, and that such number shall automatically be increased
by  two in the event of default in the payment of dividends  on
the  Preferred Stock under the circumstances described  in  the
Certificate of Incorporation.  The directors, other than  those
who may be elected by the holders of the Preferred Stock of the
Corporation pursuant to the Certificate of Incorporation, shall
be classified with respect to the time for which they severally
hold  office, into three classes, as nearly equal in number  as
possible,  as  determined  by  the  Board,  one  class  to   be
originally elected for a term expiring at the annual meeting of
Stockholders to be held in 1986, another class to be originally
elected   for  a  term  expiring  at  the  annual  meeting   of
Stockholders  to  be  held in 1987, and  another  class  to  be
originally elected for a term expiring at the annual meeting of
Stockholders to be held in 1988, with the members of each class
to  hold  office until their successors have been  elected  and
qualified.   At  each  annual  meeting  of  Stockholders,   the
successors of the class of directors whose term expires at that
meeting shall be elected to hold office for a term expiring  at
the  annual  meeting of Stockholders held  in  the  third  year
following  the  year  of their election.  Except  as  otherwise
provided  in  the Certificate of Incorporation,  newly  created
directorships  resulting from any increase  in  the  number  of
directors and any vacancies on the Board resulting from  death,
resignation, disqualification, removal or other cause shall  be
filled  by  the affirmative vote of a majority of the remaining
directors  then in office, even if less than a  quorum  of  the
Board,  or by a sole remaining director.  Any director  elected
in  accordance  with the preceding sentence shall  hold  office
until  the annual meeting of Stockholders at which the term  of
office  of  the class to which such director has  been  elected
expires  and  until such director's successor shall  have  been
elected  and qualified.  No decrease in the number of directors
constituting the Board shall shorten the term of any  incumbent
director.

   SECTION  3.  Nomination of Directors; Election.   Nomination
for  the  election of directors may be made  at  a  meeting  of
Stockholders  by  the  Board or a committee  appointed  by  the
Board,  or by any Stockholder entitled to vote for the election
of  directors at the meeting who while a Stockholder of  record
shall  have  given written notice of his intent  to  make  such
nomination  in conformity with this Section 3.  A Stockholder's
notice of intent to make a nomination shall be addressed to the
Secretary  of  the  Corporation and shall be  delivered  to  or
mailed  and received at the principal executive offices of  the
Corporation not less than 30 days nor more than 60  days  prior
to  the meeting; provided that in the event less than 40  days'
notice


                                3




or prior public disclosure of the date of the meeting is
given, notice by the Stockholder must be so received not  later
than the close of business on the 10th day following the day on
which  the  notice of meeting was first mailed or  such  public
disclosure  was made.  The Stockholder's notice  shall  include
(i)  as to each person the Stockholder proposes to nominate for
election  or re-election as a director all information relating
to  such  person  required to be disclosed in solicitations  of
proxies   for  election  of  directors  or  otherwise  required
pursuant  to  Regulation 14A promulgated under  the  Securities
Exchange  Act  of  1934, as amended, and such person's  written
consent  to be nominated and to serve as a director if  elected
and  (ii) the Stockholder's name and address as they appear  on
the  Corporation's  stock record and the class  and  number  of
shares  of  capital  stock of the Corporation  the  Stockholder
beneficially  owns.  At the request of the Board of  Directors,
any person nominated by the Board of Directors for election  as
a  director  shall furnish to the Secretary of the  Corporation
that  information required to be set forth in  a  Stockholder's
notice  of nomination which pertains to the nominee.  No person
shall  be  eligible to serve as a director of  the  Corporation
unless nominated in accordance with the procedure set forth  in
this  By-law.  The chairman of the meeting shall, if the  facts
warrant, determine and declare to the meeting that a nomination
was not made in accordance with the procedure prescribed by the
By-laws,  and if he should so declare, the defective nomination
shall be disregarded.  Notwithstanding the foregoing provisions
of  this  Section 3, a Stockholder shall also comply  with  all
applicable requirements of the Securities Exchange Act of 1934,
as  amended,  and  the  rules and regulations  thereunder  with
respect  to the matters set forth in this Section 3.  Directors
shall  be  at  least 21 years of age.  Directors  need  not  be
Stockholders.  At each meeting of Stockholders for the election
of  directors, directors shall be elected by a plurality of the
votes  of the shares present in person or represented by  proxy
at  the  meeting  and  entitled to  vote  on  the  election  of
directors.

   SECTION 4.  Place of Meetings.  Meetings of the Board  shall
be held at such place, within or without the State of Delaware,
as  the  Board may from time to time determine or as  shall  be
specified  or  fixed in the notice or waiver of notice  of  any
such meeting.

   SECTION 5.  Regular Meetings.  Regular meetings of the Board
shall  be held in accordance with a yearly meeting schedule  as
determined by the Board; or such meetings may be held  on  such
other  days and at such other times as the Board may from  time
to  time  determine.  Notice of regular meetings of  the  Board
need  not  be given except as otherwise required by  these  By-
laws.

   SECTION 6.  Special Meetings.  Special meetings of the Board
may  be  called  by the Chief Executive Officer  and  shall  be
called by the Secretary at the request of any two of the  other
directors.

   SECTION  7.   Notice of Meetings.  Notice  of  each  special
meeting  of  the Board (and of each regular meeting  for  which
notice shall be required), stating the time, place and purposes
thereof, shall be mailed to each director, addressed to him  at
his  residence or usual place of business, or shall be sent  to
him by telex, cable or telegram so addressed, or shall be given
personally  or  by  telephone, on 24  hours'  notice,  or  such
shorter  notice as the person or persons calling  such  meeting
may deem necessary or appropriate in the circumstances.

                                  4




   SECTION 8.  Quorum and Manner of Acting.  The presence of at
least  a  majority of the authorized number of directors  shall
constitute  a  quorum for the transaction of  business  at  any
meeting of the Board.  If a quorum shall not be present at  any
meeting  of  the  Board,  a majority of the  directors  present
thereat  may  adjourn the meeting from time  to  time,  without
notice  other than announcement at the meeting, until a  quorum
shall be present.  Except where a different vote is required by
law  or the Certificate of Incorporation or these By-laws,  the
vote  of  a  majority of the directors present at a meeting  at
which  a quorum is present shall be the act of the Board.   Any
action  required or permitted to be taken by the Board  may  be
taken without a meeting if all the directors consent thereto in
writing  and the writing or writings are filed with the minutes
of  proceedings  of the Board.  Any one or more  directors  may
participate in any meeting of the Board by means of  conference
telephone or similar communications equipment by means of which
all  persons participating in the meeting can hear each  other.
Participation by such means shall constitute presence in person
at a meeting of the Board.

  SECTION 9.  Resignation.  Any director may resign at any time
by  giving  written notice to the Chairman of  the  Board,  the
Chief Executive Officer or the Secretary, which notice shall be
deemed   to   constitute  notice  to  the  Corporation.    Such
resignation shall take effect upon receipt of such notice or at
any later time specified therein.

   SECTION 10.  Removal of Directors.  Subject to the rights of
the  holders  of Preferred Stock, any director may  be  removed
from  office  only  for cause by the affirmative  vote  of  the
holders  of at least 80% of the voting power of all  shares  of
the  Corporation entitled to vote generally in the election  of
directors, voting together as a single class.

   SECTION  11.   Compensation of  Directors.   The  Board  may
provide  for  the payment to any of the directors,  other  than
officers or employees of the Corporation, of a specified amount
for  services  as  a director or member of a committee  of  the
Board,  or of a specified amount for attendance at each regular
or  special Board meeting or committee meeting, or of both, and
all directors shall be reimbursed for expenses of attendance at
any  such  meeting;  provided,  however,  that  nothing  herein
contained  shall  be construed to preclude  any  director  from
serving  the  Corporation in any other capacity  and  receiving
compensation therefor.

                               
                               
                          ARTICLE IV
                    COMMITTEES OF THE BOARD

   SECTION 1.  Appointment and Powers of Audit Committee.   The
Board shall, by resolution adopted by the affirmative vote of a
majority  of  the authorized number of directors, designate  an
Audit  Committee  of  the Board, which shall  consist  of  such
number  of  directors as the Board may determine and  shall  be
comprised  solely  of directors independent of  management  and
free  from any relationship that, in the opinion of the  Board,
would interfere with the exercise of independent judgment as  a
committee   member.   The  Audit  Committee

                                 5



shall   (i)   make recommendations to the Board as to the independent
accountants to  be appointed by the Board; (ii) review with the independent
accountants  the scope of their examination; (iii) receive  the
reports   of   the  independent  accountants  and   meet   with
representatives  of  such  accountants  for  the   purpose   of
reviewing   and   considering  questions  relating   to   their
examination  and such reports; (iv) review, either directly  or
through  the  independent accountants, the internal  accounting
and auditing procedures of the Corporation and (v) perform such
other  functions as may be assigned to it from time to time  by
the  Board.   The Audit Committee may determine its  manner  of
acting  and fix the time and place of its meetings, unless  the
Board  shall otherwise provide.  A majority of the  members  of
the   Audit  Committee  shall  constitute  a  quorum  for   the
transaction  of business by the committee and  the  vote  of  a
majority  of the members of the committee present at a  meeting
at which a quorum is present shall be the act of the committee.

   SECTION  2.   Other  Committees.   The  Board  may,  by  the
affirmative  vote  of  a majority of the authorized  number  of
directors,  designate  members of the Board  to  constitute  an
Executive  Committee, a Management Development and Compensation
Committee  and  other committees of the Board, which  shall  in
each case consist of such number of directors as the Board  may
determine,  and  shall  have and may exercise,  to  the  extent
permitted by law, such powers and authority as the Board may by
resolution delegate to them and may authorize the seal  of  the
Corporation to be affixed to all papers which require it.  Each
such  committee may determine its manner of acting and fix  the
time  and  place  of  its  meetings,  unless  the  Board  shall
otherwise  provide.   A majority of the  members  of  any  such
committee  shall  constitute a quorum for  the  transaction  of
business  by  the committee and the vote of a majority  of  the
members  of  such  committee present at a meeting  at  which  a
quorum is present shall be the act of the committee.

   SECTION 3.  Action by Consent; Participation by Telephone or
Similar  Equipment.  Unless the Board shall otherwise  provide,
any  action required or permitted to be taken by any  committee
may  be taken without a meeting if all members of the committee
consent  thereto  in writing and the writing  or  writings  are
filed with the minutes of proceedings of the committee.  Unless
the  Board shall otherwise provide, any one or more members  of
any  committee may participate in any meeting of the  committee
by  means  of  conference  telephone or similar  communications
equipment  by means of which all persons participating  in  the
meeting can hear each other.  Participation by such means shall
constitute presence in person at a meeting of the committee.

   SECTION  4.  Changes in Committees; Resignations;  Removals.
The  Board  shall  have  power, by the affirmative  vote  of  a
majority of the authorized number of directors, at any time  to
change  the members of, to fill vacancies in, and to  discharge
any  committee of the Board.  Any member of any such  committee
may resign at any time by giving written notice to the Chairman
of the Board, the Chief Executive Officer, the Chairman of such
committee  or  the Secretary, which notice shall be  deemed  to
constitute  notice to the Corporation.  Such resignation  shall
take  effect upon receipt of such notice or at any  later  time
specified  therein.  Any member of any such  committee  may  be
removed  at  any  time, either with or without  cause,  by  the
affirmative  vote  of  a majority of the authorized  number  of
directors  at  any

                                 6






meeting of the Board, provided such  removal shall have been referred
to in the notice of such meeting.



                           ARTICLE V
                           OFFICERS
                               
   SECTION 1.  Number and Qualifications.  The officers of  the
Corporation may include a Chairman of the Board, Vice  Chairman
of  the Board, Chief Executive Officer, President, one or  more
Vice  Presidents,  General  Counsel, Treasurer,  Secretary  and
Controller;  provided, however, that any one  or  more  of  the
foregoing  offices may remain vacant from time to time,  except
as  otherwise  required  by law.  So far  as  practicable,  the
officers  shall be elected annually on the day  of  the  annual
meeting of Stockholders.  Each officer shall hold office  until
the next annual election of officers and until his successor is
elected  and  qualified, or until his death or  retirement,  or
until  he  shall have resigned or been removed  in  the  manner
hereinafter provided.  The same person may hold more  than  one
office.   The Chairman of the Board, the Vice Chairman  of  the
Board,  the Chief Executive Officer and the President shall  be
elected  from among the directors.  The Board may from time  to
time  elect or appoint such other officers or agents as may  be
necessary  or  desirable for the business of  the  Corporation.
Such  other  officers  and agents shall have  such  titles  and
duties  and shall hold their offices for such terms as  may  be
prescribed  by  the  Board.  The Chief  Executive  Officer  may
appoint one or more Deputy, Associate or Assistant officers, or
such  other  agents  as may be necessary or desirable  for  the
business  of  the  Corporation.  In case one  or  more  Deputy,
Associate or Assistant officers shall be appointed, the officer
such  appointee  assists may delegate to him the  authority  to
perform  such  of  the  officer's duties  as  the  officer  may
determine.

  SECTION 2.  Resignations.  Any officer may resign at any time
by  giving  written notice to the Chairman of  the  Board,  the
Chief Executive Officer or the Secretary, which notice shall be
deemed   to   constitute  notice  to  the  Corporation.    Such
resignation shall take effect upon receipt of such notice or at
any later time specified therein.

   SECTION  3.  Removal.  Any officer or agent may be  removed,
either with or without cause, at any time, by the Board at  any
meeting, provided such removal shall have been referred  to  in
the  notice of such meeting; provided, further, that the  Chief
Executive  Officer may remove any agent appointed by the  Chief
Executive Officer.

   SECTION  4.   Vacancies.  Any vacancy  among  the  officers,
whether  caused  by death, resignation, removal  or  otherwise,
shall  be filled in the manner prescribed for election to  such
office.

  SECTION 5.  Chairman of the Board.  The Chairman of the Board
shall, if present, preside at all meetings of the Board and, in
the absence of the Chief Executive Officer, at all meetings  of
the  Stockholders.  He shall perform the duties incident to the
office  of the Chairman of the Board and all such other  duties
as  are  specified in these By-laws or as shall be assigned  to
him from time to time by the Board.


                                   7





  SECTION 6.  Vice Chairman of the Board.  The Vice Chairman of
the  Board  shall, if present, preside at all meetings  of  the
Board  at which the Chairman of the Board shall not be  present
and  at  all meetings of the Stockholders at which neither  the
Chief Executive Officer nor the Chairman of the Board shall  be
present.   He  shall  perform such other  duties  as  shall  be
assigned  to  him from time to time by the Board or  the  Chief
Executive Officer.

   SECTION  7.   Chief Executive Officer.  The Chief  Executive
Officer  shall,  if  present, preside at all  meetings  of  the
Stockholders.  He shall have, under the control of  the  Board,
general  supervision and direction of the business and  affairs
of  the  Corporation.   He  shall at all  times  see  that  all
resolutions  or  determinations of the Board are  carried  into
effect.   He  may from time to time appoint, remove  or  change
members of and discharge one or more advisory committees,  each
of  which shall consist of such number of persons (who may, but
need  not,  be  directors or officers of the Corporation),  and
have  such  advisory duties, as he shall determine.   He  shall
perform  the  duties  incident  to  the  office  of  the  Chief
Executive Officer and all such other duties as are specified in
these By-laws or as shall be assigned to him from time to  time
by the Board.

   SECTION  8.   President.  The President shall be  the  chief
operating  officer  of the Corporation and shall  perform  such
duties  as  shall be assigned to him from time to time  by  the
Board or the Chief Executive Officer.

   SECTION  9.   Vice Presidents.  The Board shall,  if  it  so
determines,  elect  one  or  more Vice  Presidents  (with  such
additional  titles as the Board may prescribe),  each  of  whom
shall perform such duties as shall be assigned to him from time
to time by the Chief Executive Officer or such other officer to
whom the Vice President reports.

   SECTION 10.  General Counsel.  The General Counsel shall  be
the  chief legal officer of the Corporation and the head of its
legal  department.   He shall, in general, perform  the  duties
incident  to the office of General Counsel and all  such  other
duties as may be assigned to him from time to time by the Chief
Executive Officer.

   SECTION 11.  Treasurer.  The Treasurer shall have charge and
custody  of all funds and securities of the Corporation,  shall
keep  full  and accurate accounts of receipts and disbursements
in  books belonging to the Corporation, shall deposit all funds
of  the  Corporation in such depositaries as may be  designated
pursuant  to  these By-laws, shall receive, and  give  receipts
for,  moneys due and payable to the Corporation from any source
whatsoever,  shall  disburse the funds of the  Corporation  and
shall  render to all regular meetings of the Board, or whenever
the  Board  may require, an account of all his transactions  as
Treasurer.   He  shall,  in general,  perform  all  the  duties
incident  to the office of Treasurer and all such other  duties
as  may  be  assigned to him from time to  time  by  the  Chief
Executive  Officer or such other officer to whom the  Treasurer
reports.

  SECTION 12.  Secretary.  The Secretary shall, if present, act
as  secretary  of  all  meetings of the  Board,  the  Executive
Committee   and   other  committees  of  the  Board   and   the
Stockholders and shall have the duty to record the  proceedings
of  such  meetings  in  one  or

                                 8




more books  provided  for  that purpose.   He  shall  see that all
notices are  duly  given  in accordance with these By-laws and as
required by law, shall  be custodian  of the seal of the Corporation
and shall  affix  and attest  the seal to all documents to be executed
on  behalf  of the  Corporation under its seal.  He shall, in general,
perform all the duties incident to the office of Secretary and all such
other duties as may be assigned to him from time to time by the
Chief  Executive  Officer or such other  officer  to  whom  the
Secretary reports.

   SECTION 13.  Controller.  The Controller shall have  control
of  all  the books of account of the Corporation, shall keep  a
true and accurate record of all property owned by it, its debts
and  of  its  revenues and expenses, shall keep all  accounting
records of the Corporation (other than the accounts of receipts
and  disbursements and those relating to the deposit or custody
of funds and securities of the Corporation, which shall be kept
by  the Treasurer) and shall render to the Board, whenever  the
Board may require, an account of the financial condition of the
Corporation.   He  shall, in general, perform  all  the  duties
incident to the office of Controller and all such other  duties
as  may  be  assigned to him from time to  time  by  the  Chief
Executive  Officer or such other officer to whom the Controller
reports.

   SECTION  14.  Bonds of Officers.  If required by the  Board,
any  officer  of  the Corporation shall give  a  bond  for  the
faithful  discharge of his duties in such amount and with  such
surety or sureties as the Board may require.

   SECTION  15.   Compensation.  The salaries of  the  officers
shall  be  fixed  from  time to time by  the  Board;  provided,
however,  that the Chief Executive Officer may fix or  delegate
to  others  the  authority to fix the salaries  of  any  agents
appointed by the Chief Executive Officer.

   SECTION  16.  Officers of Operating Companies or  Divisions.
The  Chief  Executive Officer shall have the power to  appoint,
prescribe the terms of office, the responsibilities and  duties
and  salaries  of,  and remove, the officers of  the  operating
companies or divisions other than those who are officers of the
Corporation.

   SECTION  17.  Provisions Relating to Michael R.  Bonsignore.
Pursuant  to  the  terms of the Agreement and Plan  of  Merger,
dated  June 4, 1999, among Honeywell Inc., the Corporation  and
Blossom  Acquisition  Corp. (the 'Merger  Agreement')  and  the
employment  agreement referred to in Section 6.7 of the  Merger
Agreement  (the 'Employment Agreement') Michael  R.  Bonsignore
has  been  elected Chief Executive Officer of  the  Corporation
effective  as  of the effective time of the merger contemplated
by  the Merger Agreement and Chairman of the Board effective as
of  April 1, 2000 (or such earlier date as Lawrence A.  Bossidy
shall retire as Chairman). Notwithstanding anything in these By-
laws  to  the  contrary, until the second  anniversary  of  the
effective  time of the merger, (i) the removal  of  Michael  R.
Bonsignore  from  the  position of Chief Executive  Officer  or
Chairman of the Board, (ii) prior to the effective date of  his
election  as  Chairman  of  the Board,  the  reversal  of  such
election,  (iii)  any change in Michael R. Bonsignore's  duties
and  responsibilities as set forth in the Employment  Agreement
not  concurred  in  by  him,  or  (iv)  any  amendment  to,  or
modification  of, this Section 17 by the Board,  shall  require
the  affirmative  vote of at least 75% of the  members  of  the
Board   (excluding  the  Chief  Executive  Officer);  provided,

                                 9







however, that if, at any time prior to such second anniversary,
the persons (other than the Chief Executive Officer) designated
by  Honeywell  Inc. pursuant to Section 2.2(a)  of  the  Merger
Agreement  (the  'Merger Agreement Designees') shall  represent
less  than 25% of the members of the Board (excluding the Chief
Executive Officer), then, such removal, amendment, reversal  or
modification, as applicable, shall require, in addition to  the
vote  of  the Board otherwise required therefor by this Section
17,  the  affirmative  vote of at least  one  Merger  Agreement
Designee.

                          ARTICLE VI
           CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.
                               
   SECTION 1.  Contracts.  The Board may authorize any  officer
or  officers, agent or agents, in the name and on behalf of the
Corporation,  to  enter into any contract  or  to  execute  and
deliver  any instrument, which authorization may be general  or
confined  to  specific instances; and, unless so authorized  by
the  Board, no officer, agent or employee shall have any  power
or  authority  to  bind  the Corporation  by  any  contract  or
engagement  or  to  pledge its credit or to  render  it  liable
pecuniarily for any purpose or for any amount.

   SECTION  2.   Checks,  etc.  All checks,  drafts,  bills  of
exchange  or other orders for the payment of money out  of  the
funds  of the Corporation, and all notes or other evidences  of
indebtedness of the Corporation, shall be signed  in  the  name
and  on behalf of the Corporation in such manner as shall  from
time  to  time  be authorized by the Board, which authorization
may be general or confined to specific instances.

   SECTION 3.  Loans.  No loan shall be contracted on behalf of
the Corporation, and no negotiable paper shall be issued in its
name,  unless authorized by the Board, which authorization  may
be  general  or  confined to specific  instances.   All  bonds,
debentures,  notes  and  other  obligations  or  evidences   of
indebtedness of the Corporation issued for such loans shall  be
made,  executed  and  delivered as the Board  shall  authorize,
which  authorization  may be general or  confined  to  specific
instances.

   SECTION  4.   Deposits.  All funds of  the  Corporation  not
otherwise employed shall be deposited from time to time to  the
credit  of  the Corporation in such banks, trust  companies  or
other  depositaries  as may be selected by  or  in  the  manner
designated by the Board.  The Board or its designees  may  make
such  special rules and regulations with respect to  such  bank
accounts,  not inconsistent with the provisions  of  these  By-
laws, as may be deemed expedient.

                          ARTICLE VII
                         CAPITAL STOCK
                               
   SECTION  1.   Stock Certificates and Uncertificated  Shares.
The   shares   of   the  Corporation  may  be  represented   by
certificates or may be uncertificated.  Each Stockholder  shall
be  entitled to have, in such form as shall be approved by  the
Board, a certificate or certificates signed by the Chairman  of
the Board or the Vice Chairman of the Board or the President or
a Vice President and by the Treasurer or an Assistant Treasurer
or  the  Secretary  or an Assistant Secretary representing  the
number  of shares of capital stock of the Corporation

                               10




owned  by such  Stockholder.  Any or all of the signatures  on  any  such
certificate may be a facsimile.  In case any officer,  transfer
agent  or registrar who has signed or whose facsimile signature
has been placed upon any such certificate shall have ceased  to
be such before such certificate is issued, such certificate may
be  issued by the Corporation with the same effect as  if  such
officer, transfer agent or registrar had been such at the  date
of its issue.  Absent a specific request for such a certificate
by  the registered owner or transferee thereof, all shares  may
be  uncertificated upon the original issuance  thereof  by  the
Corporation  or upon surrender of the certificate  representing
such shares to the Corporation or its transfer agent.

   SECTION  2.   List of Stockholders Entitled  to  Vote.   The
officer  of the Corporation who has charge of the stock  ledger
of  the Corporation shall prepare or cause to have prepared, at
least  10 days before every meeting of Stockholders, a complete
list  of  the  Stockholders entitled to vote  at  the  meeting,
arranged in alphabetical order, and showing the address of each
Stockholder and the number of shares registered in the name  of
each  Stockholder.  Such list shall be open to the  examination
of  any  Stockholder, for any purpose germane to  the  meeting,
during  ordinary business hours, for a period of  at  least  10
days  prior to the meeting, either at a place within  the  city
where the meeting is to be held, which place shall be specified
in  the notice of the meeting, or, if not so specified, at  the
place where the meeting is to be held.  The list shall also  be
produced  and kept at the time and place of the meeting  during
the whole time thereof, and may be inspected by any Stockholder
of the Corporation who is present.

    SECTION  3.   Stock  Ledger.   The  stock  ledger  of   the
Corporation  shall  be the only evidence  as  to  who  are  the
Stockholders  entitled to examine the stock  ledger,  the  list
required by Section 2 of this Article VII or the books  of  the
Corporation, or to vote in person or by proxy at any meeting of
Stockholders.

   SECTION 4.  Transfers of Capital Stock.  Transfers of shares
of  capital stock of the Corporation shall be registered on the
stock  record  of  the  Corporation, and if  requested  by  the
registered owner or transferee thereof, a new certificate shall
be issued to the person entitled thereto, upon presentation and
surrender,  with  a  request  to  register  transfer,  of   the
certificate  or  certificates representing the shares  properly
endorsed  by the holder of record or accompanied by a  separate
document   signed  by  the  holder  of  record  containing   an
assignment  or transfer of the shares or a power to  assign  or
transfer  the  shares or upon presentation of  proper  transfer
instructions  from  the  holder  of  record  of  uncertificated
shares.    The  Board  may  make  such  additional  rules   and
regulations as it may deem expedient concerning the  issue  and
transfer  of  certificates representing shares of  the  capital
stock of the Corporation.

   SECTION  5.  Lost Certificates.  The Corporation  may  issue
uncertificated shares, or if requested by the registered owner,
a  new certificate or cause a new certificate to be issued,  in
place  of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making
of  an  affidavit  of  that  fact by the  person  claiming  the
certificate  to be lost, stolen or destroyed.  The  Corporation
may  require  the  owner  of  such lost,  stolen  or  destroyed
certificate,  or  his  legal  representative,   to   give   the
Corporation a bond sufficient to indemnify it against any claim
that  may  be  made against it on account of the alleged  loss,
theft or destruction of any such certificate or the issuance of
such new certificate.
                                 11






   SECTION  6.   Fixing  of Record Date.   In  order  that  the
Corporation may determine the Stockholders entitled  to  notice
of or to vote at any meeting of Stockholders or any adjournment
thereof,  the  Board may fix a record date, which  record  date
shall not precede the date upon which the resolution fixing the
record date is adopted by the Board and which record date shall
not  be  more than 60 nor less than 10 days before the date  of
such  meeting.   A  determination  of  Stockholders  of  record
entitled  to  notice of or to vote at a meeting of Stockholders
shall  apply  to  any  adjournment of  the  meeting;  provided,
however,  that  the  Board may fix a new record  date  for  the
adjourned meeting.  In order that the Corporation may determine
the Stockholders entitled to receive payment of any dividend or
other   distribution  or  allotment  of  any  rights   or   the
Stockholders entitled to exercise any rights in respect of  any
change,  conversion or exchange of capital  stock  or  for  the
purpose of any other lawful action, the Board may fix a  record
date,  which record date shall not precede the date upon  which
the  resolution  fixing the record date is adopted,  and  which
record  date  shall  be not more than 60  days  prior  to  such
action.

   SECTION 7.  Registered Owners.  Prior to due presentment for
registration  of transfer of a certificate representing  shares
of  capital  stock  of the Corporation or  of  proper  transfer
instructions  with  respect  to  uncertificated   shares,   the
Corporation  may treat the registered owner of such  shares  as
the  person exclusively entitled to vote, to receive dividends,
to  receive  notifications, and otherwise to exercise  all  the
rights  and  powers  of  an owner of  such  shares,  except  as
otherwise provided by law.

                         ARTICLE VIII
                          FISCAL YEAR
                               
   The  Corporation's  fiscal  year  shall  coincide  with  the
calendar year.

                          ARTICLE IX
                             SEAL
                               
   The  Corporation's seal shall be circular in form and  shall
include  the  words  'Honeywell International  Inc.,  Delaware,
1985, Seal.'

                           ARTICLE X
                       WAIVER OF NOTICE
                               
   Whenever  any notice is required by law, the Certificate  of
Incorporation  or these By-laws, to be given to  any  director,
member  of  a  committee or Stockholder, a  waiver  thereof  in
writing,  signed  by  the person or persons  entitled  to  said
notice, whether before or after the time stated therein,  shall
be  deemed  equivalent thereto.  Attendance of a  person  at  a
meeting  shall  constitute a waiver of notice of such  meeting,
except  when  the  person  attends a meeting  for  the  express
purpose of objecting, at the beginning of the meeting,  to  the
transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be transacted  at,
nor  the  purpose  of, any regular or special  meeting  of  the
Stockholders, directors, or members of a committee of directors
need be specified in any written waiver of notice.

                               12   




                          ARTICLE XI
                          AMENDMENTS
                               
   These  By-laws or any of them may be amended or supplemented
in  any  respect  at  any time, either (a) at  any  meeting  of
Stockholders,   provided  that  any  amendment  or   supplement
proposed  to be acted upon at any such meeting shall have  been
described or referred to in the notice of such meeting, or  (b)
at  any  meeting of the Board, provided that any  amendment  or
supplement proposed to be acted upon at any such meeting  shall
have  been  described  or referred to in  the  notice  of  such
meeting or an announcement with respect thereto shall have been
made  at  the last previous Board meeting, and provided further
that no amendment or supplement adopted by the Board shall vary
or  conflict  with any amendment or supplement adopted  by  the
Stockholders.   Notwithstanding  the  preceding  sentence,  the
affirmative vote of the holders of at least 80% of  the  voting
power  of the then outstanding shares of capital stock  of  the
Corporation  entitled  to vote generally  in  the  election  of
directors, voting together as a single class, shall be required
to  amend or repeal, or adopt any provisions inconsistent with,
Section 3 of Article II of these By-laws, Sections 2 or  10  of
Article III of these By-laws, or this sentence.

                          ARTICLE XII
                       EMERGENCY BY-LAWS
                               
   SECTION  1.  Emergency Board of Directors.  In  case  of  an
attack  on  the  United States or on a locality  in  which  the
Corporation conducts its business or customarily holds meetings
of  the  Board  or the Stockholders, or during any  nuclear  or
atomic disaster, or during the existence of any catastrophe, or
other  similar  emergency condition, as a  result  of  which  a
quorum  of  the Board or a committee thereof cannot readily  be
convened for action in accordance with the provisions of the By-
laws,  the  business  and affairs of the Corporation  shall  be
managed  by  or  under the direction of an Emergency  Board  of
Directors  (hereinafter called the Emergency Board) established
in accordance with Section 2 of this Article XII.

   SECTION 2.  Membership of Emergency Board of Directors.  The
Emergency  Board  shall  consist  of  at  least  three  of  the
following   persons  present  or  available  at  the  Emergency
Corporate  Headquarters determined according to  Section  5  of
this  Article XII: (i) those persons who were directors at  the
time  of  the attack or other event mentioned in Section  1  of
this  Article XII, and (ii) any other persons appointed by such
directors  to  the extent required to provide a quorum  at  any
meeting  of the Board.  If there are no such directors  present
or  available  at  the  Emergency Corporate  Headquarters,  the
Emergency  Board  shall  consist of the  three  highest-ranking
officers  or employees of the Corporation present or  available
and any other persons appointed by them.

   SECTION  3.   Powers of the Emergency Board.  The  Emergency
Board  will have the same powers as those granted to the  Board
in  these By-laws, but will not be bound by any requirement  of
these  By-laws which a majority of the Emergency Board believes
impracticable under the circumstances.

                             13




   SECTION  4.  Stockholders' Meeting.  At such time as  it  is
practicable to do so the Emergency Board shall call  a  meeting
of  Stockholders  for the purpose of electing directors.   Such
meeting  will  be held at a time and place to be fixed  by  the
Emergency Board and pursuant to such notice to Stockholders  as
it is deemed practicable to give.  The Stockholders entitled to
vote at the meeting, present in person or represented by proxy,
shall constitute a quorum.

   SECTION  5.   Emergency  Corporate Headquarters.   Emergency
Corporate  Headquarters shall be at such location as the  Board
or  the  Chief Executive Officer shall determine prior  to  the
attack  or other event, or if not so determined, at such  place
as the Emergency Board may determine.

     SECTION 6.  Limitation of Liability.  No officer, director
or employee acting in accordance with the provisions of this
Article XII shall be liable except for willful misconduct.

                               14