HONEYWELL INC
8-K, 1996-12-13
AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                        
                                    FORM 8-K
                                        
                                 CURRENT REPORT
                                        
                                        
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                        
                                        
Date of Report (Date of earliest event reported):  November 27, 1996

                                 Honeywell Inc.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

    Delaware                   1-971                  41-0415010
 ----------------         ----------------        --------------------
 (State or other          (Commission             (IRS Employer
  jurisdiction of          File Number)            Identification No.)
  incorporation)

                                 Honeywell Plaza
                          Minneapolis, Minnesota 55408
                     ---------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:    (612) 951-1000

                                 Not Applicable
          ------------------------------------------------------------
          (Former name or former address, if changed since last report)

Item 5.   Other Events.
          ------------

     On November 27, 1996, the Registrant issued a News Release reporting on
recent developments in the previously reported lawsuit involving American
Flywheel Systems, Inc.  A copy of the News Release is filed herewith as Exhibit
99(i).  Further information regarding this matter is set forth in Part II, Item
1 of the Registrant's Quarterly Report on Form 10Q for the quarter ended
September 29, 1996, as filed with the Commission on November 13, 1996.


Item 7.   Financial Statements and Exhibits.
          ---------------------------------

(c)  Exhibits:

     99(i) Honeywell Inc. News Release dated November 27, 1996.


                                   SIGNATURES

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

                                        HONEYWELL INC.

                                        By: /s/ Edward D. Grayson
                                            --------------------------
                                              Edward D. Grayson
                                              Vice President and
                                              General Counsel

Date: December 12, 1996

                                INDEX TO EXHIBITS

Exhibit No.
- ----------

99(i)     Honeywell Inc. News Release dated November 27, 1996         Page  (i)
                                        


                                  Exhibit 99(i)

FOR IMMEDIATE RELEASE

From:     Jan Almon
          Honeywell Satellite Systems Operation
          19019 N. 59th Ave.
          Glendale, AZ  85308
          (602) 561-3493

                   JURY RETURNS VERDICTS TODAY IN CASE BETWEEN
                    HONEYWELL SATELLITE SYSTEMS OPERATION AND
                         AMERICAN FLYWHEEL SYSTEMS, INC.
                                        
     PHOENIX, ARIZONA - November 27, 1996 _ In litigation between Honeywell Inc.

Satellite Systems Operation (SSO) and American Flywheel Systems, Inc. (AFS)

involving a technology development contract, a Phoenix jury today returned three

verdicts against Honeywell which total $38 million dollars and one verdict in

favor of Honeywell for relief which will be determined by the court.

     The case stemmed from the development contract signed in 1993 for an

electro mechanical flywheel battery (EMFB).  Honeywell originally filed suit in

September 1994 because of AFS's failure to pay SSO for work performed and

because the parties were unable to agree on their respective rights and

obligations under the contract.  AFS countersued with allegations relating to

the breach of the development agreement.  Judge Rebecca A. Albrecht of Maricopa

County Superior Court presided over the trial which began on October 7.

     `We are disappointed by the jury's findings and believe that the verdicts

are fatally flawed because they are not supported by the evidence before the

jury,' John J. Leshinski, counsel for Honeywell said.  `We will bring motions to

contest these verdicts and resolve the remaining issues.  We expect these

motions will be heard by the court over the next several months and resolved

sometime in 1997.'

     Honeywell is a global controls company focused on creating value through

control technology that enhances comfort, improves productivity, saves energy,

protects the environment and increases safety.  The company serves customers

worldwide in the home and buildings, industrial, and aviation and space markets.

Honeywell employs 53,000 people in 95 countries and had 1995 sales of $6.7

billion.





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