Ownership Submission
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 *
Gregg Judd A.
   2. Issuer Name and Ticker or Trading Symbol
HONEYWELL INTERNATIONAL INC [HON] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
101 COLUMBIA ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
04/25/2011
(Street)

MORRISTOWN, NJ 07960		 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Restricted Stock Units (1) 04/25/2011   A   3,000     (2)   (2) Common Stock 3,000 $ 0 3,000 D  
Stock Options (right to buy) $ 60.47 04/25/2011   A(3)   5,000     (3) 04/24/2021 Common Stock 5,000 (3) 5,000 D  
Deferred Compensation (Phantom Shares) (1) 04/25/2011   A   663.129     (4)   (4) Common Stock 663.129 $ 60.32 663.129 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gregg Judd A.
101 COLUMBIA ROAD
MORRISTOWN, NJ 07960		   X      

Signatures

 Jacqueline Katzel for Judd A. Gregg   04/26/2011
**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) Instrument converts to common stock on a one-for-one basis.
(2) The Restricted Stock Units were granted under the 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc. and will vest on the fifth anniversary of continuous service on the Board of Directors.
(3) Represents exempt grant of non-qualified stock options under the 2006 Stock Plan for Non-Employee Directors of Honeywell International Inc. that vest in four equal annual installments, with the first installment vesting on April 1, 2012.
(4) Phantom shares are accrued under the Deferred Compensation Plan for Non-Employee Directors of Honeywell International Inc. and will be settled in cash upon termination or retirement.

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