<PAGE>
As filed with the Securities and Exchange Commission on April 17, 1996.
Registration No. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
HONEYWELL INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0415010
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
Honeywell Plaza
Minneapolis, Minnesota 55408
(612) 951-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Edward D. Grayson, Esq.
Vice President and General Counsel
Honeywell Plaza
Minneapolis, Minnesota 55408
(612) 951-0660
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Elizabeth C. Hinck, Esq. John Brandow, Esq.
Dorsey & Whitney LLP Davis Polk & Wardwell
Pillsbury Center South 450 Lexington Avenue
220 South Sixth Street New York, New York 10017
Minneapolis, Minnesota 55402
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. 33-62300 [x]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------
Title of each
class of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate registration
be registered registered per unit (1) offering price(1)(2) fee
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Debt Securities $21,500,000 100%(3) $21,500,000(3) $7,413.79
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(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457.
(2) Or, in the case of Debt Securities issued at an original issue discount,
such greater principal amount as shall result in an aggregate offering
price of the amount set forth above or, in the case of Debt Securities
denominated in a currency other than U.S. dollars or in a composite
currency, such U.S. dollar amount as shall result from converting the
aggregate public offering price of such Debt Securities into U.S. dollars
at the exchange rate in effect on the date such Debt Securities are
initially offered to the public.
(3) Plus accrued interest, if any.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (File No. 33-62300) filed by Honeywell Inc. with the
Securities and Exchange Commission on May 6, 1993, are incorporated herein by
reference.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on
April 17, 1996.
HONEYWELL INC.
By: /s/ Sigurd Ueland, Jr.
-----------------------------------
Sigurd Ueland, Jr.
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 17, 1996.
SIGNATURE TITLE
M.R. BONSIGNORE Chairman of the Board, Chief Executive
Officer and Director (principal
executive officer)
W.M. HJERPE Vice President and Chief Financial
Officer (principal financial officer)
P.M. PALAZZARI Vice President and Controller (principal
accounting officer)
A.J. BACIOCCO, JR. Director
E.E. BAILEY Director
E.H. CLARK, JR. Director
W.H. DONALDSON Director
R.D. FULLERTON Director
C.M. HAPKA Director
J.J. HOWARD III Director
B.E. KARATZ Director
D.L. MOORE Director
A.B. RAND Director
S.G. ROTHMEIER Director
M.W. WRIGHT Director
By: /s/ Sigurd Ueland, Jr.
------------------------------------
Sigurd Ueland, Jr.
ATTORNEY-IN-FACT
April 17, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
----------- ----------- ----
5.1 Opinion and consent of Edward D.
Grayson, Esq. as to the legality
of the Debt Securities
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Edward D. Grayson, Esq.
(included in Exhibit 5.1)
24.1 Powers of Attorney
<PAGE>
[Honeywell Inc. Letterhead]
Exhibit 5.1
Board of Directors
Honeywell Inc.
Honeywell Plaza
Minneapolis, Minnesota 55408
Ladies and Gentlemen:
I am Vice President and General Counsel of Honeywell Inc., a
Delaware corporation (the "Company"). The Company proposes to issue from time
to time up to $521,500,000 aggregate principal amount of debt securities (the
"Debt Securities") pursuant to a Registration Statement on Form S-3 (File No.
33-62300) filed by the Company with the Securities and Exchange Commission, and
a Registration Statement on Form S-3 filed by the Company with the Securities
and Exchange Commission for the purpose of registering additional Debt
Securities, pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(collectively, the "Registration Statement"). The Debt Securities will be
issued under an Indenture (the "Indenture") dated as August 1, 1994 between the
Company and The Chase Manhattan Bank (National Association), as Trustee (the
"Trustee").
I have examined such documents, including resolutions of the Board
of Directors adopted on April 20, 1993 and April 16, 1996 (the "Resolutions"),
and have reviewed such questions of law, as I have considered necessary and
appropriate for the purposes of my opinion set forth below. In rendering my
opinion set forth below, I have assumed the authenticity of all documents
submitted to me as originals, the genuineness of all signatures and the
conformity to authentic originals of all documents submitted to me as copies.
I have also assumed the legal capacity for all purposes relevant hereto of all
natural persons and, with respect to all parties to agreements or instruments
relevant hereto other than the Company, that such parties had the requisite
power and authority (corporate or otherwise) to execute, deliver and perform
such agreements or instruments, that such agreements or instruments have been
duly authorized by all requisite action (corporate or otherwise), executed and
delivered by such parties and that such agreements or instruments are the valid,
binding and enforceable
<PAGE>
Board of Directors
Honeywell Inc.
April 17, 1996
Page 2
obligations of such parties. As to questions of fact material to my opinion, I
have relied upon certificates of officers of the Company and of public
officials. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Indenture incorporated by reference as
Exhibit 4.1 to the Registration Statement.
Based on the foregoing, I am of the opinion that:
1. When the specific terms of a series of Debt Securities have
been specified in a Supplemental Indenture or an Officer's Certificate, which
has been executed and delivered to the Trustee by an officer of the Company
authorized to do so by the Resolutions, such series of Debt Securities will have
been duly authorized by all requisite corporate action and, when executed and
authenticated as specified in the Indenture and delivered against payment
therefor pursuant to the terms described in the Registration Statement and as
specified by an officer of the Company authorized to do so by the Resolutions,
will constitute valid and binding obligations of the Company, enforceable in
accordance with the terms of such series.
The opinion set forth above is subject to the following
qualifications and exceptions:
(a) My opinion is subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or other similar law
of general application affecting creditors' rights.
(b) My opinion is subject to the effect of general principles of
equity, including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing, and other similar doctrines
affecting the enforceability of agreements generally (regardless of
whether considered in a proceeding in equity or at law).
(c) In rendering the opinion set forth above, I have assumed
that, at the time of the authentication and delivery of a series of
Securities, the Resolutions referred to above will not have been
modified or rescinded, there will not have occurred any change in the
law affecting the authorization, execution, delivery, validity or
enforceability of the Securities, the Registration Statement will have
been declared effective by the Commission and will continue to be
effective, none of the particular terms of a series of Securities will
violate any applicable law and neither the issuance and sale thereof nor
the compliance by the Company with the terms thereof will result in a
violation of any agreement or instrument then binding upon the
<PAGE>
Board of Directors
Honeywell Inc.
April 17, 1996
Page 3
Company or any order of any court or governmental body having
jurisdiction over the Company.
(d) As of the date of this opinion, a judgment for money in an
action based on a Debt Security denominated in a foreign currency or
currency unit in a federal or State court in the United States
ordinarily would be enforced in the United States only in United States
dollars. The date used to determine the rate of conversion into United
States dollars of the foreign currency or currency unit in which a
particular Debt Security is denominated will depend upon various
factors, including which court renders the judgment. Under Section 27
of the New York Judiciary Law, a state court in the State of New York
rendering a judgment on a Debt Security would be required to render such
judgment in the foreign currency or currency unit in which such Debt
Security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of
entry of the judgment.
My opinion expressed above is limited to the laws of the
State of New York, the Delaware General Corporation Law and the federal laws of
the United States of America.
I hereby consent to your filing this opinion as an exhibit to
the Registration Statement and to the reference to me under the caption
"Validity of Debt Securities" contained in the Prospectus included therein.
Dated: April 17, 1996
Very truly yours,
/s/ Edward D. Grayson, Esq.
Edward D. Grayson, Esq.
<PAGE>
EXHIBIT (23.1)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Honeywell Inc. on Form S-3 of our report dated February 13, 1996 (February 29,
1996 and March 1, 1996 as to certain information included in Note 22, and March
15, 1996 as to certain information included in Note 24), appearing in the Annual
Report on Form 10-K of Honeywell Inc. for the year ended December 31, 1995 and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
April 16, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ M. R. Bonsignore
--------------------------------
M. R. BONSIGNORE
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ A. J. Baciocco, Jr.
------------------------------
A. J. BACIOCCO, JR.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as her true
and lawful attorney-in-fact and agent with full power of substitution, for her
and in her name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as she might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ E. E. Bailey
--------------------------------
E. E. BAILEY
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ E. H. Clark, Jr.
--------------------------------
E. H. CLARK, JR.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ W. H. Donaldson
--------------------------------
W. H. DONALDSON
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ R. D. Fullerton
--------------------------------
R. D. FULLERTON
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as her true
and lawful attorney-in-fact and agent with full power of substitution, for her
and in her name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as she might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ C. M. Hapka
--------------------------------
C. M. HAPKA
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ J. J. Howard
--------------------------------
J. J. HOWARD
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ B. E. Karatz
--------------------------------
B. E. KARATZ
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ D. L. Moore
--------------------------------
D. L. MOORE
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ A. B. Rand
--------------------------------
A. B. RAND
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ S. G. Rothmeier
--------------------------------
S. G. ROTHMEIER
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc. of
its Debt Securities in an aggregate amount not to exceed $21.5 million, and any
or all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following director.
/s/ M. W. Wright
--------------------------------
M. W. WRIGHT
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned officer of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc.
of its Debt Securities in an aggregate amount not to exceed $21.5 million, and
any or all amendments or post-effective amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and to file the same with such
state commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each such attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following officer.
/s/W.M. Hjerpe
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W.M. HJERPE
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned officer of Honeywell
Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to act without the other, as his true
and lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 relating to the offering by Honeywell Inc.
of its Debt Securities in an aggregate amount not to exceed $21.5 million, and
any or all amendments or post-effective amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and to file the same with such
state commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each such attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 16th
day of April, 1996, by the following officer.
/s/P.M. Palazzari
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P.M. PALAZZARI
