FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * COTE DAVID M   2. Issuer Name and Ticker or Trading Symbol HONEYWELL INTERNATIONAL INC [HON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) 101 COLUMBIA ROAD 3. Date of Earliest Transaction (Month/Day/Year) 01/11/2011 (Street) MORRISTOWN, NJ 07962 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/11/2011   M   261,782 (1) A (1) 279,340 (2) D   Common Stock               35,447.866 I Held in 401(k) plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Shares (1)

(1)

01/11/2011

M

125,000 (1)

(1)

(1)

Common Stock

125,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COTE DAVID M 101 COLUMBIA ROAD MORRISTOWN, NJ 07962			Chairman & CEO

Signatures

Jacqueline Katzel for David M. Cote		01/13/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	In February 2007, Mr. Cote received an award of 125,000 performance shares convertible into between 0 and 250,000 shares of Honeywell common stock, plus dividend equivalents in the form of additional shares of Honeywell common stock calculated by dividing the sum of cash dividends on the earned performance shares for the four-year performance period by the average Honeywell closing stock price for the 30 trading days preceding December 31, 2010. The number of performance shares earned is based on Honeywell's achievement of an 83% total shareowner return ranking against the S&P 100 comparator group over the four-year performance period. Fifty percent of the earned performance shares will be paid out in March 2011 with the 50% balance to be paid in March 2012, in both cases subject to Mr. Cote's continued employment through the scheduled payout dates.
(2)	Reflects a transfer of 17,558 shares on September 22, 2010 exempt from reporting pursuant to Rule 16a-12 of the Securities Exchange Act of 1934.

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