Certificate of Incorporation - Honeywell International Inc.


                                
              Restated Certificate of Incorporation
                               of
                  Honeywell International Inc.

       Honeywell   International  Inc.,  which   was   originally
incorporated in the State of Delaware on May 13, 1985  under  the
name  of East/West Newco Corporation, hereby certifies that  this
Restated  Certificate  of  Incorporation  was  duly  adopted   in
accordance  with  the provisions of Section 245  of  the  General
Corporation   Law  of  the  State  of  Delaware,  this   Restated
Certificate  of  Incorporation only restates and  integrates  and
does  not  further  amend  the provisions  of  the  corporation's
certificate of incorporation as theretofore amended, and there is
no  discrepancy  between those provisions and the  provisions  of
this  Restated  Certificate of Incorporation.  The  text  of  the
certificate  of  incorporation as heretofore  amended  is  hereby
restated to read in its entirety as follows:

     FIRST:    The   name   of  the  corporation   is   Honeywell
     International Inc.
     
     SECOND:   The  address  of  the  registered  office  of  the
corporation  in the State of Delaware is 1209 Orange  Street,  in
the  City  of Wilmington, County of New Castle. The name  of  its
registered  agent  at  that  address  is  The  Corporation  Trust
Company.
     
     THIRD:   The purpose of the corporation is to engage in  any
lawful  act or activity for which a corporation may be  organized
under the General Corporation Law of the State of Delaware as set
forth in Title 8 of the Delaware Code.
     
     FOURTH:   The  total  number of shares of  stock  which  the
corporation shall have authority to issue is 2,040,000,000 shares
of  which  2,000,000,000 shares shall be Common Stock, par  value
$1.00 per share ('Common Shares'), and 40,000,000 shares shall be
Preferred Stock, without par value ('Preferred Stock').
     
     FIFTH:  From time to time the corporation may issue and  may
sell its authorized shares for such consideration per share (with
respect to shares having a par value, not less than the par value
thereof),  either  in  money  or money's  worth  of  property  or
services,  or for such other considerations, whether  greater  or
less, now or from time to time hereafter permitted by law, as may
be  fixed  by  the Board of Directors; and all shares  so  issued
shall be fully paid and nonassessable.

      No  holder of any shares of any class shall as such  holder
have  any preemptive right to subscribe for or purchase any other
shares  or  securities  of any class, whether  now  or  hereafter
authorized, which at any time may be offered for sale or sold  by
the corporation.

       Each  holder  of  record  of  the  Common  Shares  of  the
corporation shall be entitled to one vote for every Common  Share
standing in his name on the books of the corporation.

      The corporation may issue Preferred Stock from time to time
in  one or more series as the Board of Directors may establish by
the  adoption  of  a resolution or resolutions relating  thereto,
each  series to have such voting powers, full or limited,  or  no
voting  powers, and such designations, preferences and  relative,
participating,   optional   or   other   special   rights,    and
qualifications, limitations or restrictions thereof, as shall  be
stated  and expressed in the resolution or resolutions  providing
for  the  issue of such series adopted by the Board of  Directors
pursuant to authority to do so, which authority is hereby granted
to the Board of Directors.

     SIXTH:  The duration of the corporation is to be perpetual.

      SEVENTH:   Except  as otherwise provided  pursuant  to  the
provisions of this Certificate of Incorporation relating  to  the
rights  of certain holders of Preferred Stock to elect additional
Directors  under specified circumstances, the number of Directors
of  the corporation shall be determined from time to time in  the
manner described in the By-laws.  The Directors, other than those
who may be elected by the holders of Preferred Stock pursuant  to
this  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 shall be
provided in the manner specified in the By-laws, 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.   No
Director need be a stockholder.

     Except as otherwise provided pursuant to this Certificate of
Incorporation  relating  to  the rights  of  certain  holders  of
Preferred Stock to elect Directors under specified circumstances,
newly  created directorships resulting from any increase  in  the
number  of  Directors and any vacancies on the Board of Directors
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  of  Directors, 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 of Directors shall
shorten the term of any incumbent Director.

      Subject to the rights of certain holders of Preferred Stock
to   elect  Directors  under  circumstances  specified  in   this
Certificate  of Incorporation, 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 the then outstanding  shares
of capital stock of the corporation entitled to vote generally in
the  election of Directors (the 'Voting Stock'), voting  together
as a single class.

      Notwithstanding anything contained in this  Certificate  of
Incorporation  to  the  contrary, the  affirmative  vote  of  the
holders of at least 80% of the Voting Stock, voting together as a
single class, shall be required to amend or repeal, or adopt  any
provision inconsistent with, this Article SEVENTH.

      EIGHTH:    The  By-laws  of  the  corporation  may  contain
provisions,  not  inconsistent with law or  this  Certificate  of
Incorporation, relating to the management of the business of  the
corporation, the regulation of its affairs, the transfer  of  its
stock, the qualifications, compensation and powers and duties  of
its  Directors and the time and place and the manner  of  calling
the meetings of its stockholders and Directors.

      The Board of Directors may from time to time fix, determine
and  vary  the  amount of the working capital of the corporation,
may  determine what part, if any, (i) of its surplus or  (ii)  in
case  there shall be no such surplus, of its net profits for  the
fiscal  year  in  which  the  dividend  is  declared  and/or  the
preceding fiscal year shall be declared as dividends and paid  to
the  stockholders,  may  determine the  time  or  times  for  the
declaration  and  payment of dividends, the  amount  thereof  and
whether they are to be in cash, property or shares of the capital
stock of the corporation and may direct and determine the use and
disposition  of  any surplus over and above the  capital  of  the
corporation.

      The  Board of Directors may from time to time make,  amend,
supplement  or  repeal the By-laws; provided, however,  that  the
stockholders may change or repeal any By-law adopted by the Board
of Directors and provided further that no amendment or supplement
to  the  By-laws adopted by the Board of Directors shall vary  or
conflict  with  any  amendment  or  supplement  adopted  by   the
stockholders.    Notwithstanding  the  foregoing   and   anything
contained  in this Certificate of Incorporation to the  contrary,
Section   3  (Special  Meetings)  of  Article  II  (Meetings   of
Shareholders)  of the By-laws, Sections 2 (Number,  Election  and
Terms) or 10 (Removal of Directors) of Article III (Directors) of
the By-laws, or the final sentence of Article XI (Amendments)  of
the  By-laws  shall not be amended or repealed, and no  provision
inconsistent  with  any  thereof shall be  adopted,  without  the
affirmative  vote of the holders of at least 80%  of  the  Voting
Stock  (as  defined  in Article SEVENTH), voting  together  as  a
single   class.   Notwithstanding  anything  contained  in   this
Certificate  of  Incorporation to the contrary,  the  affirmative
vote  of the holders of at least 80% of the Voting Stock,  voting
together as a single class, shall be required to amend or repeal,
or  adopt any provision inconsistent with, any provision of  this
paragraph.

      The  Board of Directors shall, except as otherwise provided
by  law,  this  Certificate  of  Incorporation  or  the  By-laws,
exercise the powers of the corporation.

      Pursuant to the By-laws, an Executive Committee and/or  one
or  more  other  committees  may  be  appointed  from  among  the
Directors or otherwise, to which may be delegated any of  or  all
the  powers  and duties of the Board of Directors,  to  the  full
extent permitted by law.

      Except  as  otherwise required by law and  subject  to  the
rights  of  the  holders  of  Preferred  Stock  pursuant  to  the
provisions of this Certificate of Incorporation, special meetings
of stockholders may be called only by the Chief Executive Officer
or by the Board of Directors pursuant to a resolution approved by
a  majority  of  the then authorized number of Directors  of  the
corporation  (as  determined  in accordance  with  the  By-laws).
Notwithstanding  anything  contained  in  this   Certificate   of
Incorporation  to  the  contrary, the  affirmative  vote  of  the
holders of at least 80% of the Voting Stock, voting together as a
single class, shall be required to amend or repeal, or adopt  any
provision inconsistent with, any provision of this paragraph.

     No contract or other transaction of the corporation shall be
void, voidable, fraudulent or otherwise invalidated, impaired  or
affected, in any respect, by reason of the fact that any  one  or
more   of  the  officers,  Directors  or  stockholders   of   the
corporation  shall  individually be party or parties  thereto  or
otherwise interested therein, or shall be officers, directors  or
stockholders of any other corporation or corporations which shall
be  party  or  parties  thereto or otherwise interested  therein;
provided  that  such  contract  or  other  transactions  be  duly
authorized  or  ratified by the Board of Directors  or  Executive
Committee,  with  the  assenting  vote  of  a  majority  of   the
disinterested  Directors or Executive Committeemen then  present,
or, if only one such is present, with his assenting vote.

      NINTH:   No  stockholder action may be taken except  at  an
annual or special meeting of stockholders of the corporation  and
stockholders may not take any action by written consent  in  lieu
of a meeting.

      Notwithstanding anything contained in this  Certificate  of
Incorporation  to  the  contrary, the  affirmative  vote  of  the
holders  of  at  least  80% of the Voting Stock  (as  defined  in
Article  SEVENTH), voting together as a single  class,  shall  be
required  to amend or repeal, or adopt any provision inconsistent
with, this Article NINTH.

      TENTH:  Unless required by law or demanded by a stockholder
of  the corporation entitled to vote at a meeting of stockholders
or  determined  by the chairman of such meeting to be  advisable,
the  vote  on any question need not be by ballot.  On a  vote  by
ballot, each ballot shall be signed by the stockholder voting, or
his  proxy if there be such proxy, and shall state the number  of
shares voted by such stockholder or proxy.

       ELEVENTH:    (1)  Elimination  of  Certain  Liability   of
Directors.  A Director of the corporation shall not be personally
liable  to  the  corporation  or its  stockholders  for  monetary
damages  for breach of fiduciary duty as a Director,  except  for
liability (i) for any breach of the Director's duty of loyalty to
the  corporation or its stockholders, (ii) for acts or  omissions
not  in good faith or which involve intentional misconduct  or  a
knowing violation of law, (iii) under Section 174 of the Delaware
General  Corporation Law, or (iv) for any transaction from  which
the  Director  derived  an  improper personal  benefit.   If  the
Delaware General Corporation Law is amended after approval by the
stockholders  of  this  Article ELEVENTH to  authorize  corporate
action further eliminating or limiting the personal liability  of
directors,  then  the liability of a Director of the  corporation
shall be eliminated or limited to the fullest extent permitted by
the  Delaware General Corporation Law, as so amended.  Any repeal
or  modification  of  this  Section by the  stockholders  of  the
corporation shall not adversely affect any right or protection of
a Director of the corporation existing at the time of such repeal
or modification.

     (2)  Indemnification and Insurance.

      (A)   Right to Indemnification.  Each person who was or  is
made  a  party  or  is threatened to be made a  party  to  or  is
otherwise  involved  in any action, suit or  proceeding,  whether
civil,  criminal, administrative or investigative (hereinafter  a
'proceeding'), by reason of the fact that he or she, or a  person
of  whom  he  or she is the legal representative,  is  or  was  a
Director,  officer or employee of the corporation or  is  or  was
serving at the request of the corporation as a director, officer,
employee  or  agent of another corporation or of  a  partnership,
joint venture, trust or other enterprise, including service  with
respect to employee benefit plans (hereinafter, an 'indemnitee'),
whether  the  basis of such proceeding is alleged  action  in  an
official capacity as a Director, officer, employee or agent or in
any other capacity while serving as a Director, officer, employee
or   agent,  shall  be  indemnified  and  held  harmless  by  the
corporation  to  the fullest extent authorized  by  the  Delaware
General  Corporation Law, as the same exists or may hereafter  be
amended  (but,  in the case of any such amendment,  only  to  the
extent  that  such amendment permits the corporation  to  provide
broader  indemnification  rights  than  said  Law  permitted  the
corporation  to  provide  prior to such amendment),  against  all
expense,   liability   and  loss  (including   attorneys'   fees,
judgments,  fines,  ERISA excise taxes or penalties  and  amounts
paid or to be paid in settlement) reasonably incurred or suffered
by   such   indemnitee   in   connection   therewith   and   such
indemnification shall continue as to an indemnitee who has ceased
to  be a Director, officer, employee or agent and shall inure  to
the   benefit   of   the   indemnitee's  heirs,   executors   and
administrators; provided, however, that, except  as  provided  in
paragraph  (B)  hereof  with respect to  proceedings  to  enforce
rights  to  indemnification, the corporation shall indemnify  any
such indemnitee in connection with a proceeding (or part thereof)
initiated  by  such indemnitee only if such proceeding  (or  part
thereof)  was  authorized  by  the  Board  of  Directors  of  the
corporation.   The  right to indemnification  conferred  in  this
Section shall be a contract right and shall include the right  to
be paid by the corporation the expenses incurred in defending any
such proceeding in advance of its final disposition (hereinafter,
an  'advancement of expenses'); provided, however, that,  if  the
Delaware  General  Corporation Law requires,  an  advancement  of
expenses  incurred by an indemnitee in his or her capacity  as  a
Director  or  officer  (and not in any other  capacity  in  which
service was or is rendered by such indemnitee, including, without
limitation,  service to an employee benefit plan) in  advance  of
the  final  disposition of a proceeding, shall be made only  upon
delivery  to  the corporation of an undertaking (hereinafter,  an
'undertaking'), by or on behalf of such indemnitee, to repay  all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to  appeal
(hereinafter, a 'final adjudication') that such indemnitee is not
entitled  to be indemnified for such expenses under this  Section
or  otherwise,  and,  provided further, that  an  advancement  of
expenses incurred by an employee other than a Director or officer
in  advance  of  the final disposition of a proceeding  shall  be
made, unless otherwise determined by the Board of Directors, only
upon  delivery  to  the corporation of an undertaking  by  or  on
behalf  of  such  employee to the same effect as any  undertaking
required to be delivered by a Director or officer.

      (B)   Right of Indemnitee to Bring Suit.  If a claim  under
paragraph  (A)  of  this  Section is not  paid  in  full  by  the
corporation  within  sixty days after a written  claim  has  been
received by the corporation, except in the case of a claim for an
advancement  of  expenses, in which case  the  applicable  period
shall  be  twenty days, the indemnitee may at any time thereafter
bring  suit against the corporation to recover the unpaid  amount
of  the  claim.  If successful in whole or in part  in  any  such
suit,  or  in  a  suit brought by the corporation to  recover  an
advancement  of expenses pursuant to the terms of an undertaking,
the  indemnitee shall be entitled to be paid also the expense  of
prosecuting or defending such suit.  In (i) any suit  brought  by
the  indemnitee  to enforce a right to indemnification  hereunder
(but  not in a suit brought by the indemnitee to enforce a  right
to  an  advancement of expenses) it shall be a defense that,  and
(ii)  any  suit  by the corporation to recover an advancement  of
expenses pursuant to the terms of an undertaking, the corporation
shall   be  entitled  to  recover  such  expenses  upon  a  final
adjudication  that,  the indemnitee has not  met  the  applicable
standard of conduct set forth in the Delaware General Corporation
Law.  Neither the failure of the corporation (including its Board
of Directors, independent  legal counsel, or its stockholders) to
have  made a determination prior to the commencement of such suit
that   indemnification  of  the  indemnitee  is  proper  in   the
circumstances  because  the indemnitee  has  met  the  applicable
standard of conduct set forth in the Delaware General Corporation
Law,  nor  an actual determination by the corporation  (including
its  Board  of  Directors,  independent  legal  counsel,  or  its
stockholders)  that  the indemnitee has not met  such  applicable
standard  of  conduct,  shall  create  a  presumption  that   the
indemnitee has not met the applicable standard of conduct or,  in
the  case of such a suit brought by the indemnitee, be a  defense
to such suit.  In any suit brought by the indemnitee to enforce a
right  to  indemnification  or  to  an  advancement  of  expenses
hereunder,  or  by the corporation to recover an  advancement  of
expenses  pursuant to the terms of an undertaking, the burden  of
proving that the indemnitee is not entitled to be indemnified, or
to  such advancement of expenses, under this Section or otherwise
shall be on the corporation.

       (C)    Non-Exclusivity   of   Rights.    The   rights   to
indemnification and to the advancement of expenses  conferred  in
this Section shall not be exclusive of any other right which  any
person may have or hereafter acquire under any statute, provision
of  this Certificate of Incorporation, By-law, agreement, vote of
stockholders or disinterested Directors or otherwise.

      (D)  Insurance.  The corporation may maintain insurance, at
its  expense,  to  protect  itself  and  any  Director,  officer,
employee  or  agent  of  the corporation or another  corporation,
partnership, joint venture, trust or other enterprise against any
such  expense, liability or loss, whether or not the  corporation
would  have  the  power  to indemnify such  person  against  such
expense, liability or loss under the Delaware General Corporation
Law.

      (E)   Indemnification  of Agents of the  Corporation.   The
corporation may, to the extent authorized from time  to  time  by
the  Board of Directors, grant rights to indemnification  and  to
the  advancement of expenses to any agent of the  corporation  to
the fullest extent of the provisions of this Section with respect
to  the indemnification and advancement of expenses of Directors,
officers and employees of the corporation.

      TWELFTH:    The  corporation reserves the right  to  amend,
alter,   change  or  repeal  any  provision  contained  in   this
Certificate  of  Incorporation, in the manner  now  or  hereafter
prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

      IN WITNESS WHEREOF, Honeywell International Inc. has caused
this Restated Certificate of Incorporation to be executed in its
corporate name on this 1st day of December, 1999.

                            Honeywell International Inc.
                                
                                
                                
                                 By: /s/ Peter M. Kreindler
                                 
                                 _________________________
                                 Peter M. Kreindler
                                 Senior Vice President
                                 and General Counsel
                                
[Corporate Seal]

ATTEST:



/s/ J. Edward Smith
______________________
 J. Edward Smith
 Assistant General Counsel
 and Assistant Secretary