WASHINGTON, D.C. 20549-1004

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 October 2, 2001
                Date of report (Date of earliest event reported)

                          HONEYWELL INTERNATIONAL INC.
               (Exact Name of Registrant as Specified in Charter)

   Delaware                        1-8974                         22-2640650
  ---------                        ------                         ----------
  (State of                  (Commission File No.)               (IRS Employer
Incorporation)                                                 Identification No.)

                                101 Columbia Road
                                  P.O. Box 4000
                        Morristown, New Jersey 07962-2497
                            Telephone: (973) 455-2000
                    (Address of Principal Executive Offices)

Item 5.  Other Events.

          On October 2, 2001, Honeywell International Inc. issued the following
press release:

         GE And Honeywell Terminate Merger Agreement

         FAIRFIELD, Conn. and MORRIS TOWNSHIP, N.J., October 2, 2001 - GE [NYSE:
GE] and Honeywell [NYSE: HON] announced today that they have terminated their
merger agreement.

         The merger required regulatory approval, but the European Commission
prohibited the merger on July 3, 2001.

         In connection with the termination, GE agreed to reimburse Honeywell
for merger-related expenses and agreed to extend two financing arrangements on
mutually acceptable terms. In addition, GE agreed in principle to acquire two
businesses from Honeywell with estimated, aggregate 2001 sales of $35 million
(Tensor, an oil and gas sensor business, and Honeywell Advanced Composites) and
certain technology related to micro turbines and fuel cells. Terms were not

         GE and Honeywell also released each other from all merger-related

         GE (NYSE: GE), with 2000 revenues of $130 billion, is a diversified
technology, services and manufacturing company with a commitment to achieving
customer success. GE operates in more than 100 countries and employs 313,000
people worldwide. For more information, visit the company's Web site at

         Honeywell is a US$25-billion diversified technology and manufacturing
leader, serving customers worldwide with aerospace products and services;
control technologies for buildings, homes and industry; automotive products;
power generation systems; specialty chemicals; fibers; plastics; and electronic
and advanced materials. Honeywell employs approximately 120,000 people in 95
countries and is traded on the New York Stock Exchange under the symbol HON, as
well as on the London, Chicago and Pacific stock exchanges. It is one of the 30
stocks that make up the Dow Jones Industrial Average and is also a component of
the Standard & Poor's 500 Index. Additional information on the company is
available on the Internet at


           Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated:  October 2, 2001

                                       HONEYWELL INTERNATIONAL INC.

                                       By: /s/ Victor P. Patrick
                                           Name: Victor P. Patrick
                                           Title: Vice President and Secretary