<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5*)
HONEYWELL, INC.
(Name of Issuer)
COMMON
(Title of Class of Securities)
438506107
(CUSIP Number)
Check the following box if a fee is being paid with this
statement
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described
in Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE>
<PAGE>
______________________________________________________________
13G
CUSIP NO. 438506107 PAGE 2 OF 7 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER GROUP, INC.
I.R.S. NO. 13-3331657
______________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARE 0
_______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 129,137
_______________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
_______________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 129,137
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
129,137
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
______________________________________________________________
12 TYPE OF REPORTING PERSON
HC
______________________________________________________________
PAGE
<PAGE>
Page 3 of 7 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Check the following box if a fee is being paid with this
Statement
Item 1(b) Name of Issuer: Honeywell, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
Honeywell Plaza, Minneapolis, MN 55440-0524
Item 2(a) Name of Person Filing:
Oppenheimer Group, Inc.
Item 2(b) Address of Principal Business Office:
Oppenheimer Tower, World Financial Center
New York, New York 10281
Item 2(c) Citizenship:
Inapplicable
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number: 438506107
Item 3(g) ____X____ Parent Holding Company, in accordance
with
Section 240.13d - 1(b)(1)(ii)(G)
See Exhibit I hereto
Item 4(a) Amount Beneficially Owned:
Oppenheimer Group, Inc. - 129,137
Item 4(b) Percent of Class:
Oppenheimer Group, Inc. - 0%
<PAGE>
<PAGE>
Page 4 of 7 Pages
Item 4(c)(i) Sole Power to Vote or to direct the vote -
Oppenheimer Group, Inc. - 0
Item 4(c)(ii) Shared power to vote or to direct the vote -
Oppenheimer Group, Inc. - 129,137
Item 4(c)(iii) Sole power to dispose or to direct the disposition of -
Oppenheimer Group, Inc. - 0
Item 4(c)(iv) Shared power to dispose or to direct the disposition of -
Oppenheimer Group, Inc. - 129,137
Item 5 Ownership to Five Percent or Less of a Class:
Inapplicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
Inapplicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
See Exhibit II hereto
Item 8 Identification and Classification of Members of the Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
SIGNATURE After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 1, 1995
Signature: By: /s/ Robert I. Kleinberg
Name/Title: Robert I. Kleinberg, Vice President/Secretary
PAGE
<PAGE>
Page 5 of 7 pages
EXHIBIT I
Oppenheimer Group, Inc. ("Oppenheimer Group") is a holding company
which owns directly and indirectly a variety of subsidiary companies
("Subsidiaries") including the companies identified on the exhibit to
this Schedule 13G engaged in various aspects of the financial services
business. 83.39% of the issued and outstanding Common Stock of
Oppenheimer Group is owned by Oppenheimer & Co., L.P., ("Oppenheimer
LP"), a limited partnership formed by the management of Oppenheimer.
The general and limited partnership interests in Oppenheimer LP are
owned by employees of Oppenheimer & Co., Inc. ("Opco") and its
affiliates and include the executive officers of Opco. 16.61% of
Group's capital stock has been issued to certain Oppenheimer LP
warrantholders upon presentation for exercise of warrants issued to
various investors in Oppenheimer LP's 1986 Private Placement. Opco, an
indirect wholly-owned subsidiary of Oppenheimer Group, is a diversified
investment banking and securities firm. Oppenheimer Financial Corp., a
wholly-owned subsidiary of Oppenheimer Group, is the sole general
partner of Oppenheimer Capital, L.P. ("Opcap LP"), a limited
partnership which owns a majority interest in Oppenheimer Capital
general partnership, which carries on an investment advisory business
activity directly and through certain investment advisory companies one
of which serves as advisor to a group of mutual funds.
The amendment to Schedule 13G is being filed by Oppenheimer Group as a
parent holding company pursuant to the provisions of Rule 13(d) - (1)
(b) on behalf of Oppenheimer LP and the Subsidiaries and/or certain
investment advisory clients or discretionary accounts of the
Subsidiaries and relating to their collective beneficial ownership of
shares of common stock of the Issuer.
<PAGE>
Page 6 of 7 Pages
Management of the affairs of Oppenheimer Group, the Subsidiaries and of
certain advisory clients including decisions respecting dispositions
and/or voting of the shares of the common stock of the Issuer resides
in respective officers and directors of the Subsidiaries and is not
directed by Oppenheimer Group or Oppenheimer LP.
Accordingly, the filing of this amendment to Schedule 13G by
Oppenheimer Group is not intended as, and should not be deemed, an
acknowledgment of beneficial ownership or shared voting or dispositive
power by Oppenheimer Group, Oppenheimer LP or any intermediary company
of the shares of the common stock of the Issuer owned by such
Subsidiaries or investment advisory clients of investment advisory
clients, such beneficial ownership or attribution or shared voting or
dispositive power being disclaimed.
MIK8-EXHIBIT.I95
PAGE
<PAGE>
Page 7 of 7 Pages
EXHIBIT II
The Parent Holding Company is filing on behalf of Oppenheimer
Financial Corp., Oppenheimer Equities, Inc. and Oppenheimer Holdings,
Inc. which would be classified as Item 3(g), Oppenheimer & Co., Inc.
which would be classified as Item 3(a).
MIK8-HONEYWELL.195
