HONEYWELL INC
8-K, 1998-06-11
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): June 10, 1998.




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


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


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



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


<PAGE>


Item 5.   OTHER EVENTS.

     On June 10, 1998, Honeywell Inc. (the "Company") agreed to sell
$250,000,000 principal amount of its Debentures due June 15, 2028 (the
"Debentures ") pursuant to an Underwriting Agreement and a Pricing Agreement
each dated June 10, 1998, among the Company and Bear, Stearns & Co. Inc., Chase
Securities Inc., Goldman, Sachs & Co., and J.P. Morgan Securities Inc.  The
Debentures will be issued pursuant to that certain Indenture dated as of August
1, 1994 between the Company and The Chase Manhattan Bank (as successor in
interest to The Chase Manhattan Bank, N.A.), as Trustee (the "Indenture"), and
the Officers' Certificate and Company Order dated June 10, 1998, pursuant to
Sections 201 and 301 of the Indenture.  The Debentures have been registered
under the Securities Act of 1933, as amended, by a registration statement on
Form S-3, File No. 333-33895.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

     1.1  Underwriting Agreement and Pricing Agreement each dated June 10, 1998,
          among the Company and Bear, Stearns & Co. Inc., Chase Securities Inc.,
          Goldman, Sachs & Co., and J.P. Morgan Securities Inc.

     4.1  Officers' Certificate and Company Order dated June 10, 1998 pursuant
          to Sections 201, 301 and 303 of the Indenture dated as of August 1,
          1994, between the Company and The Chase Manhattan Bank (as successor
          in interest to The Chase Manhattan Bank, N.A.), as Trustee (excluding
          exhibits thereto).

     4.2  Specimen Debenture.


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     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.

Date: June 10, 1998


                                        HONEYWELL INC.



                                        By   /s/Betty A. Beaty
                                             ----------------------------------
                                             Betty A. Beaty
                                             Its Vice President and Treasurer


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<PAGE>


                                  INDEX TO EXHIBITS
<TABLE>
<CAPTION>

(c)  Exhibits                                                           Page No.
     --------                                                           --------
<S>  <C>                                                                <C>
1.1  Underwriting Agreement and Pricing Agreement each dated June 10,
     1998, among the Company and Bear, Stearns & Co. Inc., Chase
     Securities Inc., Goldman, Sachs & Co., and J.P. Morgan Securities
     Inc.

4.1  Officers' Certificate and Company Order dated June 10, 1998
     pursuant to Sections 201, 301 and 303 of the Indenture dated as
     of August 1, 1994, between the Company and The Chase Manhattan
     Bank (as successor in interest to The Chase Manhattan Bank, N.A.),
     as Trustee (excluding exhibits thereto)

4.2  Specimen Debenture
</TABLE>


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<PAGE>

                                                                     EXHIBIT 1.1



                                    HONEYWELL INC.
                                   Debt Securities

                                      ---------

                                UNDERWRITING AGREEMENT
                                                                   June 10, 1998
Bear, Stearns & Co. Inc.
Chase Securities Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167

Ladies and Gentlemen:

     From time to time Honeywell Inc., a Delaware corporation (the "Company"),
proposes to enter into one or more Pricing Agreements (each a "Pricing
Agreement") in the form of Annex I hereto, with such additions and deletions as
the parties thereto may determine, and, subject to the terms and conditions
stated herein and therein, to issue and sell to the firms named in Schedule I to
the applicable Pricing Agreement (such firms constituting the "Underwriters"
with respect to such Pricing Agreement and the securities specified therein)
certain of its debt securities (the "Securities") specified in Schedule II to
such Pricing Agreement (with respect to such Pricing Agreement, the "Designated
Securities").

     The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.

     1.   Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives").  The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives.  This Underwriting Agreement
shall not be construed as an obligation of the Company to sell any of the
Securities or as an obligation of any of the Underwriters to purchase the
Securities.  The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein.  Each Pricing Agreement shall specify
the aggregate principal amount of such Designated Securities, the initial public
offering price of such Designated Securities, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated Securities, the names of the Representatives of such
Underwriters and the principal amount of


<PAGE>


such Designated Securities to be purchased by each Underwriter and shall set
forth the date, time and manner of delivery of such Designated Securities and
payment therefor.  The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the registration statement and prospectus with
respect thereto) the terms of such Designated Securities.  A Pricing Agreement
shall be in the form of an executed writing (which may be in counterparts), and
may be evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted.  The obligations of the Underwriters under this Agreement and each
Pricing Agreement shall be several and not joint.

     2.   The Company represents and warrants to, and agrees with, each of the
Underwriters that:

          (a)  A registration statement on Form S-3 (File No. 333-33895) in
     respect of the Securities has been filed with the Securities and Exchange
     Commission (the "Commission"); such registration statement and any
     post-effective amendment thereto, each in the form heretofore delivered or
     to be delivered to the Underwriters, excluding exhibits to such
     registration statement, but including all documents incorporated by
     reference in the prospectus included in the latest registration statement,
     have been declared effective by the Commission in such form; no other
     document with respect to such registration statement or with respect to
     documents incorporated by reference therein has heretofore been filed or
     transmitted for filing with the Commission (other than the prospectus filed
     pursuant to Rule 424(b) of the rules and regulations of the Commission
     under the Securities Act of 1933, as amended (the "Act"), in the form
     heretofore delivered to the Underwriters); and no stop order suspending the
     effectiveness of any such registration statement has been issued and no
     proceeding for that purpose has been initiated or threatened by the
     Commission (any preliminary prospectus included in such registration
     statement or filed with the Commission pursuant to Rule 424(a) of the rules
     and regulations of the Commission under the Act is hereinafter called a
     "Preliminary Prospectus"; the various parts of such registration statement,
     including all exhibits thereto and the documents incorporated by reference
     in the prospectus contained in the registration statement at the time such
     part of the registration statement became effective but excluding Form T-1,
     each as amended at the time such part of the registration statement became
     effective, are hereinafter collectively called the "Registration
     Statement"; the prospectus (including, if applicable, any prospectus
     supplement) relating to the Securities, in the form in which it has most
     recently been filed, or transmitted for filing, with the Commission on or
     prior to the date of this Agreement, is hereinafter called the
     "Prospectus"; any reference herein to any Preliminary Prospectus or the
     Prospectus shall be deemed to refer to and include the documents
     incorporated by reference therein pursuant to the applicable form under the
     Act, as of the date of such Preliminary Prospectus or Prospectus, as the
     case may be; any reference to any amendment or supplement to any
     Preliminary Prospectus or the Prospectus, including any supplement to the
     Prospectus that sets forth only the terms of a particular issue of the
     Securities


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<PAGE>

     (a "Pricing Supplement"), shall be deemed to refer to and include any
     documents filed after the date of such Preliminary Prospectus or
     Prospectus, as the case may be, under the Securities Exchange Act of 1934,
     as amended (the "Exchange Act"), and incorporated therein by reference; any
     reference to any amendment to the Registration Statement shall be deemed to
     refer to and include any annual report of the Company filed pursuant to
     Section 13(a) or 15(d) of the Exchange Act after the effective date of the
     Registration Statement that is incorporated by reference in the
     Registration Statement; and any reference to the Prospectus as amended or
     supplemented shall be deemed to refer to and include the Prospectus as
     amended or supplemented (including any applicable Pricing Supplement filed
     in accordance with Section 4(a) hereof) in relation to Securities to be
     sold pursuant to this Agreement, in the form filed or transmitted for
     filing with the Commission pursuant to Rule 424(b) under the Act and in
     accordance with Section 4(a) hereof, including any documents incorporated
     by reference therein as of the date of such filing).

          (b)  (i)  Each document, if any, filed or to be filed pursuant to the
     Exchange Act and incorporated by reference in the Prospectus complied or
     will comply when so filed in all material respects with the Exchange Act
     and the applicable rules and regulations of the Commission thereunder, (ii)
     each part of the Registration Statement, when such part became effective,
     did not contain, and each such part, as amended or supplemented, if
     applicable, will not contain any untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading, (iii) the Registration
     Statement and the Prospectus comply, and, as amended or supplemented, if
     applicable, will comply in all material respects with the Act and the
     applicable rules and regulations of the Commission thereunder and (iv) the
     Prospectus does not contain and, as amended or supplemented, if applicable,
     will not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading, except that (1)
     the representations and warranties set forth in this Section 1(b) do not
     apply to statements or omissions in the Registration Statement or the
     Prospectus based upon information relating to an Underwriter furnished to
     the Company in writing by such Underwriter expressly for use therein.

          (c)  The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Delaware and
     has the corporate power and authority to own its property and to conduct
     its business as described in the Prospectus.

          (d)  Each subsidiary of the Company that is a "significant subsidiary"
     as defined in Rule 1-02(v) of Regulation S-X under the Act has been duly
     incorporated and is validly existing as a corporation in good standing
     under the laws of the jurisdiction of its incorporation and has the
     corporate power and authority to own its property and to conduct its
     business as described in the Prospectus.


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<PAGE>

          (e)  Each of this Agreement and any applicable Pricing Agreement has
     been duly authorized, executed and delivered by the Company.

          (f)  The Indenture dated as of August 1, 1994 (the "Indenture")
     between the Company and The Chase Manhattan Bank (National Association), as
     Trustee, has been duly qualified under the Trust Indenture Act of 1939, as
     amended (the "Trust Indenture Act") and has been duly authorized, executed
     and delivered by the Company and is a valid and binding agreement of the
     Company, enforceable in accordance with its terms except as (i) the
     enforceability thereof may be limited by bankruptcy, insolvency or similar
     laws affecting creditors' rights generally and (ii) rights of acceleration
     and the availability of equitable remedies may be limited by equitable
     principles of general applicability.

          (g)  The Securities have been duly authorized and, when Designated
     Securities are executed, authenticated and issued in accordance with the
     provisions of the Indenture and delivered to and paid for by the purchasers
     thereof, will be entitled to the benefits of the Indenture and will be
     valid and binding obligations of the Company, enforceable in accordance
     with their respective terms except as (i) the enforceability thereof may be
     limited by bankruptcy, insolvency or similar laws affecting creditors'
     rights generally and (ii) rights of acceleration and the availability of
     equitable remedies may be limited by equitable principles of general
     applicability.

          (h)  The execution and delivery by the Company of, and the performance
     by the Company of its obligations under, this Agreement, the Securities,
     the Indenture and any applicable Pricing Agreement will not contravene any
     provision of applicable law or the restated certificate of incorporation or
     by-laws of the Company or any agreement or other instrument binding upon
     the Company or any of its subsidiaries that is material to the Company and
     its subsidiaries, taken as a whole, or any judgment, order or decree of any
     governmental body, agency or court having jurisdiction over the Company or
     any subsidiary, and no consent, approval, authorization or order of, or
     qualification with, any governmental body or agency is required for the
     performance by the Company of its obligations under this Agreement, the
     Securities, the Indenture and any applicable Pricing Agreement, except such
     as may be required by the Act, the Trust Indenture Act or the rules and
     regulations of the Commission thereunder, all of which have been obtained,
     or such as may be required by the securities or Blue Sky laws of the
     various states in connection with the offer and sale of the Securities.

          (i)  Neither the Company nor any of its subsidiaries has sustained
     since the date of the latest audited financial statements included or
     incorporated by reference in the Prospectus any material loss or
     interference with its business from fire, explosion, flood or other
     calamity, whether or not covered by insurance, or from any labor dispute or
     court or governmental action, order or decree, otherwise than


                                          4
<PAGE>

     as set forth or contemplated in the Prospectus; and, since the respective
     dates as of which information is given in the Registration Statement and
     the Prospectus, there has not been any material adverse change in the
     capital stock or long-term debt of the Company or any of its subsidiaries
     or any material adverse change, or any development which the Company has
     reasonable cause to believe will involve a prospective material adverse
     change, in or affecting the general affairs, management, financial
     position, stockholders' equity or results of operations of the Company and
     its subsidiaries, otherwise than as set forth or contemplated in the
     Prospectus; and there has not occurred any material adverse change in the
     condition, financial or otherwise, or in the earnings, business or
     operations of the Company and its subsidiaries, taken as a whole, from that
     set forth in the Prospectus.

          (j)  There are no legal or governmental proceedings pending or
     threatened to which the Company or any of its subsidiaries is a party or to
     which any of the properties of the Company or any of its subsidiaries is
     subject that are required to be described in the Registration Statement or
     the Prospectus and are not so described or any material contracts or other
     documents that are required to be described in the Registration Statement
     or the Prospectus or to be filed or incorporated by reference as exhibits
     to the Registration Statement that are not described, filed or incorporated
     as required.

          (k)  Immediately after any sale of Securities by the Company hereunder
     or under any Pricing Agreement, the aggregate amount of Securities which
     shall have been issued and sold by the Company hereunder or under any
     Pricing Agreement and of any debt securities of the Company (other than
     such Securities) that shall have been issued and sold pursuant to the
     Registration Statement will not exceed the amount of debt securities
     registered under the Registration Statement.

          (l)  The accountants who certified the financial statements included
     or incorporated by reference in the Prospectus are independent public
     accountants within the meaning of the Act and the regulations thereunder.

     3.   Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

     4.   Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and registered in such names as
the Representatives may request upon at least forty-eight hours' prior notice to
the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment to the
Company by such Underwriter or on its behalf of the purchase price therefor in
the funds specified in such Pricing Agreement, all in the manner


                                          5
<PAGE>

and at the place and time and date specified in such Pricing Agreement or at
such other place and time and date as the Representatives and the Company may
agree upon in writing, such time and date being herein called the "Time of
Delivery" for such Securities.

     5.   The Company agrees with each of the Underwriters of any Designated
Securities:

          (a)  To prepare the Prospectus as amended or supplemented in relation
     to the applicable Designated Securities in a form approved by the
     Representatives and to file such Prospectus pursuant to Rule 424(b) under
     the Act not later than the Commission's close of business on the second
     business day following the execution and delivery of the Pricing Agreement
     relating to the applicable Designated Securities or, if applicable, such
     earlier time as may be required by Rule 424(b); to make no further
     amendment or any supplement to the Registration Statement or Prospectus as
     amended or supplemented after the date of the Pricing Agreement relating to
     such Securities and prior to the Time of Delivery for such Securities which
     shall be disapproved by the Representatives for such Securities promptly
     after reasonable notice thereof; to advise the Representatives promptly of
     any such amendment or supplement after such Time of Delivery and furnish
     the Representatives with copies thereof; to file promptly all reports and
     any definitive proxy or information statements required to be filed by the
     Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
     of the Exchange Act for so long as the delivery of a prospectus is required
     in connection with the offering or sale of such Securities, and during such
     same period to advise the Representatives, promptly after it receives
     notice thereof, of the time when any amendment to the Registration
     Statement has been filed or becomes effective or any supplement to the
     Prospectus or any amended Prospectus has been filed with the Commission, of
     the issuance by the Commission of any stop order or of any order preventing
     or suspending the use of any prospectus relating to the Securities, of the
     suspension of the qualification of such Securities for offering or sale in
     any jurisdiction, of the initiation or threatening of any proceeding for
     any such purpose, or of any request by the Commission for the amending or
     supplementing of the Registration Statement or Prospectus or for additional
     information; and, in the event of the issuance of any such stop order or of
     any such order preventing or suspending the use of any prospectus relating
     to the Securities or suspending any such qualification, to promptly use its
     best efforts to obtain the withdrawal of such order;

          (b)  Promptly from time to time to take such action as the
     Representatives may reasonably request to qualify such Securities for
     offering and sale under the securities laws of such jurisdictions as the
     Representatives may request and to comply with such laws so as to permit
     the continuance of sales and dealings therein in such jurisdictions for as
     long as may be necessary to complete the distribution of such Securities,
     provided that in connection therewith the Company shall not be required to
     qualify as a foreign corporation or to file a general


                                          6
<PAGE>

     consent to service of process in any jurisdiction;

          (c)  To furnish the Underwriters with copies of the Prospectus as
     amended or supplemented in such quantities as the Representatives may from
     time to time reasonably request, and, if the delivery of a prospectus is
     required at any time in connection with the offering or sale of the
     Securities and if at such time any event shall have occurred as a result of
     which the Prospectus as then amended or supplemented would include an
     untrue statement of a material fact or omit to state any material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made when such Prospectus is delivered,
     not misleading, or, if for any other reason it shall be necessary during
     such same period to amend or supplement the Prospectus or to file under the
     Exchange Act any document incorporated by reference in the Prospectus in
     order to comply with the Act, the Exchange Act or the Trust Indenture Act,
     to notify the Representatives and upon their request to file such document
     and to prepare and furnish without charge to each Underwriter and to any
     dealer in securities as many copies as the Representatives may from time to
     time reasonably request of an amended Prospectus or a supplement to the
     Prospectus which will correct such statement or omission or effect such
     compliance;

          (d)  To make generally available to its securityholders as soon as
     practicable, but in any event not later than eighteen months after the
     effective date of the Registration Statement (as defined in Rule 158(c)
     under the Act), an earnings statement of the Company and its subsidiaries
     (which need not be audited) complying with Section 11(a) of the Act and the
     rules and regulations of the Commission thereunder (including, at the
     option of the Company, Rule 158); and

          (e)  During the period beginning from the date of the Pricing
     Agreement for such Designated Securities and continuing to and including
     the later of (i) the termination of trading restrictions for such
     Designated Securities, as notified to the Company by the Representatives
     and (ii) the Time of Delivery for such Designated Securities, not to offer,
     sell, contract to sell or otherwise dispose of any debt securities of the
     Company which both mature more than nine months after such Time of Delivery
     and which are substantially similar to such Designated Securities, without
     the prior written consent of the Representatives.

     6.   The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing Agreement, any
Indenture, any Blue Sky and Legal Investment Memoranda, closing


                                          7
<PAGE>

documents (including any compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Company in
connection with such qualification and in connection with the Blue Sky and Legal
Investment Surveys; (iv) any fees charged by securities rating services for
rating the Securities; (v) any filing fees incident to, and the fees and
disbursements of counsel for the Underwriters in connection with, any required
review by the National Association of Securities Dealers, Inc. of the terms of
the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the
fees and expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with any Indenture and
the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section.  It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make and any tombstone ads they may
place.

     7.   The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

          (a)  The Prospectus as amended or supplemented in relation to the
     applicable Designated Securities shall have been filed with the Commission
     pursuant to Rule 424(b) within the applicable time period prescribed for
     such filing by the rules and regulations under the Act and in accordance
     with Section 5(a) hereof; no stop order suspending the effectiveness of the
     Registration Statement or any part thereof shall have been issued and no
     proceeding for that purpose shall have been initiated or threatened by the
     Commission; and all requests for additional information on the part of the
     Commission shall have been complied with to the Representatives' reasonable
     satisfaction;

          (b)  Davis Polk & Wardwell, counsel to the Underwriters, shall have
     furnished to the Representatives such opinion or opinions, dated the Time
     of Delivery, with respect to the matters covered in paragraphs (iii), (iv),
     (v), (vii), (ix)(2) and (x) of subsection (d) below, as well as such other
     related matters as such Representatives may reasonably request and in each
     case such counsel shall have received such papers and information as they
     may reasonably request to enable them to pass upon such matters;


                                          8
<PAGE>

          (c)  Dorsey & Whitney, counsel to the Company, shall have furnished to
     the Representatives such opinion or opinions, dated the Time of Delivery,
     with respect to the matters covered in paragraphs (iii), (iv), (v), (vii)
     and (ix)(2) of subsection (d) below, as well as such other related matters
     as the Representatives may reasonably request, in form and substance
     satisfactory to the Representatives;

          (d)  Edward D. Grayson, Esq., Vice President and General Counsel of
     the Company, shall have furnished to the Representatives his written
     opinion, dated the Time of Delivery, in form and substance satisfactory to
     the Representatives, to the effect that:

               (i)    The Company has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the State
          of Delaware and has the corporate power and corporate authority to own
          its property and conduct its business as described in the Prospectus
          as amended or supplemented;

               (ii)   Each subsidiary of the Company that is a "significant
          subsidiary" as defined in Rule 1-02(v) of Regulation S-X under the Act
          has been duly incorporated and is validly existing as a corporation in
          good standing under the laws of the jurisdiction of its incorporation
          and has the corporate power and corporate authority to own its
          property and to conduct its business as described in the Prospectus,
          as amended or supplemented;

               (iii)  Each of this Agreement and the Pricing Agreement with
          respect to the Designated Securities has been duly authorized,
          executed and delivered by the Company;

               (iv)   The Indenture has been duly qualified under the Trust
          Indenture Act and has been duly authorized, executed and delivered by
          the Company and (assuming the Indenture has been duly authorized,
          executed and delivered by the Trustee) is a valid and binding
          agreement of the Company, enforceable in accordance with its terms
          except to the extent that enforcement thereof may be limited by (a)
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium or other similar laws now or hereafter in effect relating
          to or affecting creditors' rights generally and (b) general principles
          of equity (regardless of whether enforceability is considered in a
          proceeding at law or in equity);

               (v)    The Designated Securities have been duly authorized and
          executed by the Company and, when authenticated by the Trustee in
          accordance with the terms of the Indenture and delivered to and paid
          for by Underwriters, will constitute valid and binding obligations of
          the Company, entitled to the benefits of the Indenture and enforceable
          in accordance with their respective terms except to the extent that
          enforcement thereof may be limited by (a) bankruptcy, insolvency,
          fraudulent conveyance, reorganization, moratorium or other similar
          laws now or hereafter


                                          9
<PAGE>

          in effect relating to or affecting creditors' rights generally and 
          (b) general principles of equity (regardless of whether 
          enforceability is considered in a proceeding at law or in equity);

               (vi)   The execution and delivery by the Company of, and the
          performance by the Company of its obligations under, this Agreement,
          the Pricing Agreement, the Indenture and the Designated Securities
          will not contravene any provision of any applicable laws of the United
          States or the States of New York or Minnesota or the certificate of
          incorporation or by-laws of the Company or, to the best of such
          counsel's knowledge, any agreement or other instrument binding upon
          the Company or any of its subsidiaries that is material to the Company
          and its subsidiaries, taken as a whole, or, to the best of such
          counsel's knowledge, any judgment, order or decree of any governmental
          body, agency or court having jurisdiction over the Company or any
          subsidiary, and no consent, approval, authorization or order of or
          qualification with any governmental body or agency is required for the
          performance by the Company of its obligations under this Agreement,
          the Pricing Agreement, the Indenture or the Designated Securities,
          except such as may be required by the Act, the Trust Indenture Act or
          the rules and regulations of the Commission thereunder, all of which
          have been obtained or such as may be required by the securities or
          Blue Sky laws of the various states in connection with the offer and
          sale of the Securities;

               (vii)  The statements in the Prospectus, as then amended or
          supplemented, under the captions "Description of Debt Securities and
          Guarantee", "Description  of Notes", "Plan of Distribution" and
          "Underwriting",  in each case insofar as such statements constitute
          summaries of the legal matters, documents or proceedings referred to
          therein, fairly present the information called for with respect to
          such legal matters, documents and proceedings and fairly summarize the
          matters referred to therein;

               (viii) After due inquiry, such counsel does not know of any
          legal or governmental proceedings pending or threatened to which the
          Company or any of its subsidiaries is a party or to which any of the
          properties of the Company or any of its subsidiaries is subject that
          are required to be described in the Registration Statement or the
          Prospectus, as amended or supplemented, and are not so described or of
          any material contracts or other documents that are required to be
          described in the Registration Statement or the Prospectus, as amended
          or supplemented, or to be filed as exhibits to the Registration
          Statement and are not described or filed as required;

               (ix)   (1) each document, if any, filed pursuant to the Exchange
          Act and incorporated by reference in the Prospectus, as amended or
          supplemented (except for financial statements, related schedules and
          other financial data included therein, as to which


                                          10
<PAGE>

          such counsel need not express any opinion), complied when so filed as
          to form in all material respects with the Exchange Act and the
          applicable rules and regulations of the Commission thereunder, and (2)
          the Registration Statement, as of its effective date, and the
          Prospectus, as amended or supplemented, as of its date (except for
          financial statements, related schedules and other financial data
          included therein, as to which such counsel need not express any
          opinion), complied as to form in all material respects with the Act
          and the applicable rules and regulations of the Commission thereunder;

               (x)    Nothing has come to such counsel's attention that causes
          such counsel to believe that (other than the financial statements,
          related schedules and other financial data included therein, as to
          which such counsel need make no statement, and the Form T-1 included
          therein) (1) the Registration Statement, at the time the Registration
          Statement became effective, or if an amendment to the Registration
          Statement or to any document incorporated by reference therein has
          been filed by the Company with the Commission subsequent to the
          effectiveness of the Registration Statement, then at the time of the
          most recent such filing, contained or contains an untrue statement of
          a material fact or omitted or omits to state a material fact required
          to be stated therein or necessary to make the statements therein not
          misleading, or (2) that the Prospectus, as amended or supplemented at
          the date of delivery of such opinion, contains an untrue statement of
          a material fact or omits to state a material fact necessary in order
          to make the statements therein, in the light of the circumstances
          under which they were made, not misleading;

          (e)  On the date of the Pricing Agreement for such Designated
     Securities and at the Time of Delivery for such Designated Securities, the
     independent accountants of the Company who have certified the financial
     statements of the Company and its subsidiaries included or incorporated by
     reference in the Registration Statement shall have furnished to the
     Representatives a letter, dated the effective date of the Registration
     Statement or the date of the most recent report filed with the Commission
     containing financial statements and incorporated by reference in the
     Registration Statement, if the date of such report is later than such
     effective date, and a letter dated such Time of Delivery, respectively, to
     the effect set forth in Annex II hereto, and with respect to such letter
     dated such Time of Delivery, as to such other matters as the
     Representatives may reasonably request and in form and substance
     satisfactory to the Representatives;

          (f)  (i) Neither the Company nor any of its subsidiaries shall have
     sustained since the date of the latest audited financial statements
     included or incorporated by reference in the Prospectus as amended prior to
     the date of the Pricing Agreement relating to the Designated Securities any
     loss or interference with its business from fire, explosion, flood or other
     calamity, whether or not covered by insurance,


                                          11
<PAGE>

     or from any labor dispute or court or governmental action, order or decree,
     otherwise than as set forth or contemplated in the Prospectus as amended
     prior to the date of the Pricing Agreement relating to the Designated
     Securities, and (ii) since the respective dates as of which information is
     given in the Prospectus as amended or supplemented prior to the date of the
     Pricing Agreement relating to the Designated Securities there shall not
     have been any change in the capital stock or long-term debt of the Company
     or any of its subsidiaries or any change, or any development reasonably
     expected to involve a prospective change, in or affecting the general
     affairs, management, financial position, stockholders' equity or results of
     operations of the Company and its subsidiaries, otherwise than as set forth
     or contemplated in the Prospectus as amended or supplemented prior to the
     date of the Pricing Agreement relating to the Designated Securities, the
     effect of which, in any such case described in Clause (i) or (ii), is in
     the judgment of the Representatives so material and adverse as to make it
     impracticable or inadvisable to proceed with the public offering or the
     delivery of the Designated Securities on the terms and in the manner
     contemplated in the Prospectus as first amended or supplemented relating to
     the Designated Securities;

          (g)  On or after the date of the Pricing Agreement relating to the
     Designated Securities (i) no downgrading shall have occurred in the rating
     accorded the Company's debt securities by any "nationally recognized
     statistical rating organization", as that term is defined by the Commission
     for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization
     shall have publicly announced that it has under surveillance or review,
     with possible negative implications, its rating of any of the Company's
     debt securities;

          (h)  On or after the date of the Pricing Agreement relating to the
     Designated Securities there shall not have occurred any of the following:
     (i) a suspension or material limitation in trading in securities generally
     on the New York Stock Exchange; (ii) a suspension or material limitation in
     trading in the Company's securities on the New York Stock Exchange; (iii) a
     general moratorium on commercial banking activities in New York City
     declared by either Federal or New York State authorities; or (iv) the
     outbreak or escalation of hostilities involving the United States or the
     declaration by the United States of a national emergency or war, if the
     effect of any such event specified in this Clause (iv) in the judgment of
     the Representatives makes it impracticable or inadvisable to proceed with
     the public offering or the delivery of the Designated Securities on the
     terms and in the manner contemplated in the Prospectus as first amended or
     supplemented relating to the Designated Securities; and

          (i)  The Company shall have furnished or caused to be furnished to the
     Representatives at the Time of Delivery for the Designated Securities a
     certificate or certificates of officers of the Company satisfactory to the
     Representatives as to the accuracy of the representations and warranties of
     the Company herein at and as of such


                                          12
<PAGE>

     Time of Delivery, as to the performance by the Company of all of its
     obligations hereunder to be performed at or prior to such Time of Delivery,
     as to the matters set forth in subsections (a) and (f) of this Section and
     as to such other matters as the Representatives may reasonably request.

     8.   (a)  The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; PROVIDED, HOWEVER, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities.


                                          13
<PAGE>

     (b)  Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.

     (c)  Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection.  In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation.  No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an
actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by


                                          14
<PAGE>

or on behalf of any indemnified party.

     (d)  If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated Securities
on the other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof) relates.  If, however,
the allocation provided by the immediately preceding sentence is not permitted
by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations.  The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.  The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by PRO RATA allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d).  The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  The obligations of the
Underwriters of Designated


                                          15
<PAGE>

Securities in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations with respect to such Securities and
not joint.

     (e)  The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

     9.   (a)  If any Underwriter shall default in its obligation to purchase
the Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein.  If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms.  In the event that, within
the respective prescribed period, the Representatives notify the Company that
they have so arranged for the purchase of such Designated Securities, or the
Company notifies the Representatives that it has so arranged for the purchase of
such Designated Securities, the Representatives or the Company shall have the
right to postpone the Time of Delivery for such Designated Securities for a
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary.  The term "Underwriter" as used
in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to the Pricing
Agreement with respect to such Designated Securities.

     (b)  If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to


                                          16
<PAGE>

purchase under the Pricing Agreement relating to such Designated Securities and,
in addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the principal amount of Designated Securities which such
Underwriter agreed to purchase under such Pricing Agreement) of the Designated
Securities of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

     (c)  If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

     10.  The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

     11.  If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Sections 6 and 8 hereof; but, if for any other reason
Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Securities
except as provided in Sections 6 and 8 hereof.

     12.  In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex


                                          17
<PAGE>

or facsimile transmission to the address of the Representatives as set forth in
the Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request.  Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

     13.  This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the Company
and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement.  No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

     14.  Time shall be of the essence of each Pricing Agreement.  As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C.  is open for business.

     15.  THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     16.  This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.

     IF THE FOREGOING IS IN ACCORDANCE WITH YOUR UNDERSTANDING, PLEASE SIGN AND
RETURN TO US SEVEN COUNTERPARTS HEREOF.

                                             Very truly yours,

                                             HONEYWELL INC.


                                             By:       /s/ Betty A. Beaty
                                                --------------------------

                                             Name:         Betty A. Beaty
                                                  ------------------------

                                             Title:        Vice President
                                                           and Treasurer
                                                   -----------------------

Accepted as of the date hereof:

Bear, Stearns & Co. Inc.


                                          18
<PAGE>

Chase Securities Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.

By: Bear, Stearns & Co. Inc.


By:  /s/ Timothy A. O'Neal
   ------------------------
Name:    Timothy A. O'Neal
Title:   Senior Managing Director


                                          19
<PAGE>

                                                                         ANNEX 1
                                 PRICING AGREEMENT

Bear, Stearns & Co. Inc.                                           _______, 199_
Chase Securities Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167

Ladies and Gentlemen:

     Honeywell Inc., a Delaware corporation (the "Company"), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated June 10, 1998 (the  "Underwriting Agreement"), between the Company on the
one hand and Bear, Stearns & Co. Inc., Chase Securities Inc., Goldman, Sachs &
Co., and J.P. Morgan Securities Inc. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities").  Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement.  Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you.  Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.  The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.

     An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

     Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.


<PAGE>


     If the foregoing is in accordance with your understanding, please sign and
return to us eight counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company.  It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.

                                             Very truly yours,

                                             HONEYWELL INC.


                                             By:       /s/
                                                --------------------------

                                             Name:
                                                  ------------------------

                                             Title:
                                                   -----------------------

Accepted as of the date hereof:

Bear, Stearns & Co. Inc.
Chase Securities Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.


By: Bear, Stearns & Co. Inc.


By:  /s/
   ------------------------
Name:
Title:


                                          2
<PAGE>


<TABLE>
<CAPTION>

                                   SCHEDULE I
                                                                    PRINCIPAL
                                                                    AMOUNT OF
                                                                   DESIGNATED
                                                                   SECURITIES
                                                                      TO BE
                           UNDERWRITER                              PURCHASED
                           -----------                              ---------
 <S>                                                             <C>
                                                                 $
 Bear, Stearns & Co. Inc.
 Chase Securities Inc.
 Goldman, Sachs & Co.
 J.P. Morgan Securities Inc.

 Total                                                           $
</TABLE>


<PAGE>


                                    SCHEDULE II
TITLE OF DESIGNATED SECURITIES:

AGGREGATE PRINCIPAL AMOUNT:

          $_______
PRICE TO PUBLIC:
          _____% of the principal amount of the Designated Securities, plus
          accrued interest if any from  to
PURCHASE PRICE BY UNDERWRITERS:
           _____% of the principal amount of the Designated Securities, plus
accrued                           interest from          to
FORM OF DESIGNATED SECURITIES:
           Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated custodian.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
           Same-day funds
TIME OF DELIVERY:
      ___a.m. (New York City time), _________, 19__
INDENTURE:
           Indenture dated as of August 1, 1994, between the Company and The
Chase           Manhattan Bank (formerly The Chase Manhattan Bank (National
Association)), as         Trustee
MATURITY:

INTEREST RATE:
           _______%
INTEREST PAYMENT DATES:

REDEMPTION PROVISIONS:

SINKING FUND PROVISIONS:


DEFEASANCE PROVISIONS:


CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
     Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY 10017
ADDITIONAL CLOSING CONDITIONS:

NAMES AND ADDRESSES OF REPRESENTATIVES:



OTHER TERMS:


                                          4
<PAGE>


                                 PRICING AGREEMENT

Bear, Stearns & Co. Inc.                                           June 10, 1998
Chase Securities Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167

Ladies and Gentlemen:

     Honeywell Inc., a Delaware corporation (the "Company"), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated June 10, 1998 (the  "Underwriting Agreement"), between the Company on the
one hand and Bear, Stearns & Co. Inc., Chase Securities Inc., Goldman, Sachs &
Co., and J.P. Morgan Securities Inc. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities").  Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement.  Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you.  Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.  The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.

     An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

     Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.


<PAGE>


     If the foregoing is in accordance with your understanding, please sign and
return to us seven counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company.  It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.

                                   Very truly yours,

                                   HONEYWELL INC.

                                   By:       /s/ Betty A. Beaty
                                      --------------------------

                                   Name:         Betty A. Beaty
                                        ------------------------

                                   Title:        Vice President
                                                 and Treasurer
                                         -----------------------


Accepted as of the date hereof:

Bear, Stearns & Co. Inc.
Chase Securities Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.


By: Bear, Stearns & Co. Inc.


By:  /s/ Timothy A. O'Neal
   ------------------------------
Name:    Timothy A. O'Neal
     ----------------------------
Title:   Senior Managing Director
      ---------------------------

                                          2
<PAGE>



<TABLE>
<CAPTION>

                                   SCHEDULE I

                                                               PRINCIPAL
                                                               AMOUNT OF
                                                               DESIGNATED
                                                               SECURITIES
                                                                 TO BE
                         UNDERWRITER                           PURCHASED
                         -----------                           ---------
 <S>                                                          <C>


 Bear, Stearns & Co. Inc.                                     $62,500,000

 Chase Securities Inc.                                        $62,500,000

 Goldman, Sachs & Co.                                         $62,500,000

 J.P. Morgan Securities Inc.                                  $62,500,000

 Total                                                        $250,000,000
</TABLE>


<PAGE>


                                    SCHEDULE II

TITLE OF DESIGNATED SECURITIES:
     6-5/8% Debentures Due June 15, 2028

AGGREGATE PRINCIPAL AMOUNT:
     $250,000,000

PRICE TO PUBLIC:
     99.831% of the principal amount of the Designated Securities, plus accrued
interest if any from June 15, 1998.

PURCHASE PRICE BY UNDERWRITERS:
     98.956% of the principal amount of the Designated Securities, plus accrued
interest from June 15, 1998.

FORM OF DESIGNATED SECURITIES:
     Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian.

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
     Same-day funds

TIME OF DELIVERY:
     10 a.m. (New York City time), June 15, 1998

INDENTURE:
     Indenture dated as of August 1, 1994, between the Company and The Chase
Manhattan Bank (formerly The Chase Manhattan Bank (National Association)), as
Trustee

MATURITY:
     June 15, 2028

INTEREST RATE:
     6 5/8%

INTEREST PAYMENT DATES:
     June 15 and December 15, commencing December 15, 1998

REDEMPTION PROVISIONS:
     None:

SINKING FUND PROVISIONS:
     None

CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
     Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY 10017

ADDITIONAL CLOSING CONDITIONS:
     None


<PAGE>


NAMES AND ADDRESSES OF REPRESENTATIVES:
     Bear, Stearns & Co. Inc.
     245 Park Avenue
     New York, NY 10167


     Chase Securities Inc.
     270 Park Avenue
     New York, NY 10017


     Goldman, Sachs & Co.
     85 Broad Street
     New York, NY 10004

     J.P. Morgan
     60 Wall Street
     New York, NY 10260

OTHER TERMS:
     None


                                          2
<PAGE>



                                                                        ANNEX II

     Pursuant to Section 7(e) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

     (i)    They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;

     (ii)   In their opinion, the financial statements and any supplementary
financial information and schedules audited (and, if applicable, financial
forecasts and/or pro forma financial information) examined by them and included
or incorporated by reference in the Registration Statement or the Prospectus
comply as to form in all material respects with the applicable accounting
requirements of the Act or the Exchange Act, as applicable, and the related
published rules and regulations thereunder; and, if applicable, they have made a
review in accordance with standards established by the American Institute of
Certified Public Accountants of the consolidated interim financial statements,
selected financial data, pro forma financial information, financial forecasts
and/or condensed financial statements derived from audited financial statements
of the Company for the periods specified in such letter, as indicated in their
reports thereon, copies of which have been separately furnished to the
representative or representatives of the Underwriters (the "Representatives")
such term to include an Underwriter or Underwriters who act without any firm
being designated as its or their representatives;

     (iii)  They have made a review in accordance with standards established by
the American Institute of Certified Public Accountants of the unaudited
condensed consolidated statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the Prospectus and/or included
in the Company's quarterly report on Form 10-Q incorporated by reference into
the Prospectus as indicated in their reports thereon, copies of which have been
separately furnished to the Representatives and attached hereto; and on the
basis of specified procedures including inquiries of officials of the Company
who have responsibility for financial and accounting matters regarding whether
the unaudited condensed consolidated financial statements referred to in
paragraph (vi)(A)(i) below comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange Act and the
related published rules and regulations, nothing came to their attention that
caused them to believe that the unaudited condensed consolidated financial
statements do not comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the related
published rules and regulations;

     (iv)   The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company for the
five most recent fiscal years included in the Prospectus and included or
incorporated by reference in Item 6 of the Company's Annual Report on Form 10-K
for the most recent fiscal year agrees with the corresponding amounts (after
restatement where applicable) in the audited consolidated financial statements
for five such fiscal years which were included or incorporated by reference in
the Company's Annual Reports on Form 10-K for such fiscal years;


<PAGE>


     (v)    They have compared the information in the Prospectus under selected
captions with the disclosure requirements of Regulation S-K and on the basis of
limited procedures specified in such letter nothing came to their attention as a
result of the foregoing procedures that caused them to believe that this
information does not conform in all material respects with the disclosure
requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;

     (vi)   On the basis of limited procedures, not constituting an examination
in accordance with generally accepted auditing standards, consisting of a
reading of the unaudited financial statements and other information referred to
below, a reading of the latest available interim financial statements of the
Company and its subsidiaries, inspection of the minute books of the Company and
its subsidiaries since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus, inquiries of officials
of the Company and its subsidiaries responsible for financial and accounting
matters and such other inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused them to believe that:

            (A)     (i) the unaudited condensed consolidated statements of
     income, consolidated balance sheets and consolidated statements of cash
     flows included in the Prospectus and/or included or incorporated by
     reference in the Company's Quarterly Reports on Form 10-Q incorporated by
     reference in the Prospectus do not comply as to form in all material
     respects with the applicable accounting requirements of the Exchange Act
     and the related published rules and regulations, or (ii) any material
     modifications should be made to the unaudited condensed consolidated
     statements of income, consolidated balance sheets and consolidated
     statements of cash flows included in the Prospectus or included in the
     Company's Quarterly Reports on Form 10-Q incorporated by reference in the
     Prospectus for them to be in conformity with generally accepted accounting
     principles;

            (B)     any other unaudited income statement data and balance sheet
     items included in the Prospectus do not agree with the corresponding items
     in the unaudited consolidated financial statements from which such data and
     items were derived, and any such unaudited data and items were not
     determined on a basis substantially consistent with the basis for the
     corresponding amounts in the audited consolidated financial statements
     included or incorporated by reference in the Company's Annual Report on
     Form 10-K for the most recent fiscal year;

            (C)     the unaudited financial statements which were not included
     in the Prospectus but from which were derived the unaudited condensed
     financial statements referred to in clause (A) and any unaudited income
     statement data and balance sheet items included in the Prospectus and
     referred to in Clause (B) were not determined on a basis substantially
     consistent with the basis for the audited financial statements included or
     incorporated by reference in the Company's Annual Report on Form 10-K for
     the most recent fiscal year;


                                          2
<PAGE>


            (D)     any unaudited pro forma consolidated condensed financial
     statements included or incorporated by reference in the Prospectus do not
     comply as to form in all material respects with the applicable accounting
     requirements of the Act and the published rules and regulations thereunder
     or the pro forma adjustments have not been properly applied to the
     historical amounts in the compilation of those statements;

            (E)     as of a specified date not more than five days prior to the
     date of such letter, there have been any changes in the consolidated
     capital stock (other than issuances of capital stock upon exercise of
     options and stock appreciation rights, upon earn-outs of performance shares
     and upon conversions of convertible securities, in each case which were
     outstanding on the date of the latest balance sheet included or
     incorporated by reference in the Prospectus) or any increase in the
     consolidated long-term debt of the Company and its subsidiaries, or any
     decreases in consolidated net current assets or stockholders' equity or
     other items specified by the Representatives, or any increases in any items
     specified by the Representatives, in each case as compared with amounts
     shown in the latest balance sheet included or incorporated by reference in
     the Prospectus, except in each case for changes, increases or decreases
     which the Prospectus discloses have occurred or may occur or which are
     described in such letter; and

            (F)     for the period from the date of the latest financial
     statements included or incorporated by reference in the Prospectus to the
     specified date referred to in Clause (E) there were any decreases in
     consolidated net revenues or operating profit or the total or per share
     amounts of consolidated net income or other items specified by the
     Representatives, or any increases in any items specified by the
     Representatives, in each case as compared with the comparable period of the
     preceding year and with any other period of corresponding length specified
     by the Representatives, except in each case for increases or decreases
     which the Prospectus discloses have occurred or may occur or which are
     described in such letter; and

     (vii)  In addition to the audit referred to in their report(s) included or
incorporated by reference in the Prospectus and the limited procedures,
inspection of minute books, inquiries and other procedures referred to in
paragraphs (iii) and (vi) above, they have carried out certain specified
procedures, not constituting an audit in accordance with generally accepted
auditing standards, with respect to certain amounts, percentages and financial
information specified by the Representatives which are derived from the general
accounting records of the Company and its subsidiaries, which appear in the
Prospectus (excluding documents incorporated by reference), or in Part II of, or
in exhibits and schedules to, the Registration Statement specified by the
Representatives or in documents incorporated by reference in the Prospectus
specified by the Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of the Company
and its subsidiaries and have found them to be in agreement.


                                          3
<PAGE>


     All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of the letter delivered on
the date of the Pricing Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the documents incorporated by
reference therein) in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such Designated
Securities.


                                          4


<PAGE>

                                                                     EXHIBIT 4.1

                                    HONEYWELL INC.

                        6 5/8% DEBENTURES DUE JUNE 15, 2028

                      OFFICERS' CERTIFICATE AND COMPANY ORDER


     Pursuant to the Indenture dated as of August 1, 1994 (the "Indenture"),
between Honeywell Inc. (the "Company") and The Chase Manhattan Bank (as
successor in interest to The Chase Manhattan Bank, N.A.), as Trustee (the
"Trustee") and resolutions adopted by the Company's Board of Directors on April
15, 1997, this Officers' Certificate is being delivered to the Trustee to
establish the terms of a series of Securities in accordance with Section 301 of
the Indenture, to establish the form of the Securities of such series in
accordance with Section 201 of the Indenture, to request the authentication and
delivery of the Securities of such series pursuant to Section 303 of the
Indenture and to comply with the provisions of Section 102 of the Indenture.

     All conditions precedent provided for in the Indenture relating to the
establishment of (i) a series of Securities and (ii) the forms of such series of
Securities have been complied with.

     Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Indenture.

     A.    ESTABLISHMENT OF SERIES PURSUANT TO SECTION 301 OF INDENTURE.

     There is hereby established pursuant to Section 301 of the Indenture a
series of Securities which shall have the following terms:

     (1)   The Securities of such series shall bear the title 6 5/8% Debentures
due June 15, 2028 (hereinafter referred to as the ("Debentures").

     (2)   The aggregate principal amount of the Debentures to be issued
pursuant to this Officers' Certificate and Company Order shall be limited to
$250,000,000 (except for Debentures authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu of, other
Debentures of such series pursuant to Section 304, 305, 306, 906 or 1107 of the
Indenture and except for any Debentures which, pursuant to Section 303 of the
Indenture, are deemed never to have been authenticated and delivered
thereunder).

     (3)   Interest will be payable to the Person in whose name a Debenture (or
any Predecessor Security) is registered at the close of business on the Regular
Record Date (as defined below) next preceding each Interest Payment Date (as
defined below); provided, however, that interest payable on the Maturity Date of
the Debentures shall be payable to the Person to whom principal shall be
payable.

     (4)   The date on which the principal of the Debentures is due and payable
shall be June 15, 2028.


<PAGE>


     (5)   The Debentures shall bear interest at the rate of 6 5/8% per annum
(based upon a 360-day year of twelve 30-day months), from and including June 15,
1998, or from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semiannually on June 15 and December 15 in each year, commencing December 15,
1998, until the principal thereof is paid or made available for payment.  Each
such June 15 or December 15 shall be an "Interest Payment Date" for the
Debentures, and each June 1 or December 1 (whether or not a Business Day), as
the case may be, next preceding an Interest Payment Date shall be the "Regular
Record Date" for the interest payable on such Interest Payment Date.

     (6)   Principal of and interest on the Debentures will be payable, and,
except as provided in Section 305 of the Indenture with respect to any Global
Security (as defined below), the transfer of the Debentures will be registrable
and Debentures will be exchangeable for Debentures bearing identical terms and
provisions at the corporate trust office of The Chase Manhattan Bank (as
successor in interest to The Chase Manhattan Bank, N.A.) (the "Paying Agent"),
in the Borough of Manhattan, The City of New York.

     (7)   The Debentures shall not be subject to redemption.

     (8)   The Company shall not be obligated to redeem or purchase any
Debentures pursuant to any sinking fund or analogous provisions or at the option
of any Holder.

     (9)   Debentures may be issued only in fully registered form and the
authorized denomination of the Debentures shall be $1,000 and any integral
multiple of $1,000 in excess thereof.

     (10)  The Debentures shall be denominated, and payments of principal of
and interest on the Debentures will be made, in United States dollars.

     (11)  The Debentures shall be subject to the events of default specified
in Section 501, paragraphs (1) through (7), of the Indenture.

     (12)  The portion of the principal amount of the Debentures which shall be
payable upon declaration of acceleration of maturity thereof shall not be other
than the principal amount thereof.

     (13)  Each Debenture will be represented by a global security (a "Global
Security") registered in the name of a nominee of the Depositary.  The
Depository Trust Company will act as Depositary.  Except as provided in Section
305 of the Indenture, Debentures will not be issuable in definitive form and
will not be exchangeable or transferable.  So long as the Depositary or its
nominee is the registered holder of any Global Security, the Depositary or its
nominee, as the case may be, will be considered the sole Holder of the
Debentures represented by such Global Security for all purposes under the
Indenture and the Debentures.

     (14)  The defeasance provisions set forth in Sections 403 and 1009 of the
Indenture shall apply to the Debentures.


                                          2
<PAGE>

     (15)  The Debentures shall have such other terms and provisions as are
provided in the form set forth in Exhibit A hereto.

     B.    ESTABLISHMENT OF DEBENTURE FORM PURSUANT TO SECTION 201 OF
INDENTURE.

     It is hereby established pursuant to Section 201 of the Indenture that the
Global Security representing the Debentures shall be substantially in the form
attached as Exhibit A hereto.

     C.    ORDER FOR THE AUTHENTICATION AND DELIVERY OF DEBT SECURITIES
PURSUANT TO SECTION 303 OF THE INDENTURE.  It is hereby ordered pursuant to
Section 303 of the Indenture that the Trustee authenticate, in the manner
provided by the Indenture, a Debenture in the aggregate principal amount of
$250,000,000 registered in the name of Cede & Co., which Debenture has been
heretofore duly executed by the proper officers of the Company and delivered to
you as provided in the Indenture, and to deliver said authenticated Debentures
to The Depository Trust Company on or before 9:30 a.m. on June 15, 1998.

     D.    OTHER MATTERS.

     Attached as Exhibit B hereto are true and correct copies of resolutions
duly adopted by the Board of Directors of the Company at a meeting duly called
and held on April 15, 1997, at which a quorum was present and acting throughout;
such resolutions have not been further amended, modified or rescinded and remain
in full force and effect; and such resolutions (together with this Officers'
Certificate) are the only resolutions or other action adopted by the Company's
Board of Directors or any committee thereof or by any Authorized Officers
relating to the offering and sale of the Debentures.

     The undersigned have read the pertinent sections of the Indenture including
the related definitions contained therein.  The undersigned have examined the
resolutions adopted by the Board of Directors of the Company and the
authorizations adopted by the Committee of the Board of Directors.  In the
opinion of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not the conditions precedent to the establishment of
(i) a series of Securities, (ii) the forms of such Securities and (iii)
authentication of such series of Securities, contained in the Indenture have
been complied with.  In the opinion of the undersigned, such conditions have
been complied with.


Dated:  June 10, 1998         HONEYWELL INC.


                                        /s/Betty A. Beaty
                                        ----------------------------------------
                                        Betty A. Beaty
                                        Vice President and Treasurer


                                          3
<PAGE>

                                        /s/Larry W. Stranghoener
                                        ----------------------------------------
                                        Larry W. Stranghoener
                                        Vice President and Chief Financial
                                           Officer


                                          4


<PAGE>

                                                                     EXHIBIT 4.2


This Debenture is a Global Security within the meaning of the Indenture referred
to herein and is registered in the name of a Depositary or a nominee of a
Depositary.  Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.


REGISTERED                                                       $250,000,000
                              HONEYWELL INC.                     CUSIP
NO.  1              6 5/8% DEBENTURE DUE JUNE 15, 2028           NO.438506AS6



     HONEYWELL INC., a corporation duly organized and existing under the laws of
Delaware (herein called the "Company", which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO
HUNDRED FIFTY MILLION DOLLARS ($250,000,000) on June 15, 2028, and to pay
interest thereon from and including June 15, 1998 or from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on June 15 and December 15 in each year, commencing December
15, 1998, at the rate of 6 5/8% per annum until the principal hereof is paid or
made available for payment.  The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will as provided in the Indenture be
paid to the Person in whose name this Debenture (or one or more predecessor
Debentures) is registered at the close of business on the Regular Record Date
for such interest, which shall be the June 1 or December 1 (whether or not a
Business Day) next preceding such Interest Payment Date; provided, however, that
interest payable on the Maturity Date of this Debenture shall be payable to the
Person to whom principal shall be payable.  Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder
hereof on such Regular Record Date and may be paid to the Person in whose name
this Debenture (or one or more predecessor Debentures) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to the Holder
of this Debenture not less than 10 days prior to such Special Record Date.  In
the event that any Interest Payment Date or the Maturity Date is not a Business
Day, the interest and, with respect to the Maturity Date, principal otherwise
payable on such date will be paid on the next succeeding Business Day with the
same force and effect as if made on such Interest Payment Date or Maturity Date.


<PAGE>


     Payment of the principal of and interest on this Debenture will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.  Payment of the principal of and interest on this
Debenture due on the Maturity Date will be made in immediately available funds
upon presentation of this Debenture.  Interest on this Debenture shall be
computed on the basis of a 360-day year of twelve 30-day months.

     Reference is hereby made to the further provisions of this Debenture set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee identified below, by manual signature, this Debenture
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                             HONEYWELL INC.
Date:  June 15, 1998


                                             -----------------------------------
                                             Larry W. Stranghoener
                                             Vice President and Chief
                                              Financial Officer


                                          2
<PAGE>


TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION
                                                       [SEAL]

THIS IS ONE OF THE SECURITIES OF THE
SERIES DESIGNATED HEREIN AND ISSUED     Attest:
PURSUANT TO THE WITHIN-MENTIONED               ----------------------
INDENTURE.                                       Assistant Secretary




THE CHASE MANHATTAN BANK, AS TRUSTEE



By:
   ----------------------------
     Authorized Signatory


                                          3
<PAGE>


                                    HONEYWELL INC.
                         6 5/8% DEBENTURE DUE JUNE 15, 2028



     This Debenture is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued or to be issued in one or more
series under an Indenture, dated as of August 1, 1994 (the "Indenture"), between
the Company and The Chase Manhattan Bank (as successor in interest to The Chase
Manhattan Bank, N.A.), as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.  This
Debenture is one of the series designated on the face hereof, limited in
aggregate principal amount to $ 250,000,000.

     If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal of the Debentures may (subject to the conditions set
forth in the Indenture) be declared due and payable in the manner and with the
effect provided in the Indenture.

     The Indenture contains provisions for defeasance at any time of the
Company's obligations in respect of (i) the entire indebtedness of this
Debenture or (ii) certain restrictive covenants with respect to this Debenture,
in each case upon compliance with certain conditions set forth therein.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of any Securities at the
time Outstanding.  The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Debenture shall be conclusive
and binding upon such Holder and upon all future Holders of this Debenture and
of any Debenture issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Debenture.

     No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Debenture at the times, place and rate, and in the coin or
currency, herein prescribed.


                                          4
<PAGE>

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Debenture is registrable in the registry books of
the Company, upon surrender of this Debenture for registration of transfer at
the office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Debenture are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Debentures of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Debentures of this series are issuable only in fully registered form
without coupons in denominations of $1,000 and any amount in excess thereof
which is an integral multiple of $1,000.  As provided in the Indenture and
subject to certain limitations therein set forth, Debentures of this series are
exchangeable for a like aggregate principal amount of Debentures of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Debenture for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Debenture is registered in the Security Register
as the owner hereof for all purposes, whether or not this Debenture be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

     This Debenture shall be governed by and construed in accordance with the
laws of the State of New York.

     All terms used in this Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                          5
<PAGE>

                                     ---------

                                   ABBREVIATIONS

     The following abbreviations, when used in this instrument, shall be
construed as though they were written out in full according to applicable laws
or regulations:

     TEN COM.as tenants in common
     TEN ENT.as tenants by the entireties
     JT TEN.as joint tenants with right of survivorship
               and not as tenants in common
     UNIF GIFT MIN ACT._______________Custodian_______________
                    (Cust)                    (Minor)

                          under Uniform Gift to Minors Act

                    --------------------------------------------
                                      (State)

         Additional abbreviations may be used though not in the above list.


                                          6
<PAGE>

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

- ------------------------------

- --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)


- --------------------------------------------------------------------------------
the within Debenture, and all rights thereunder, hereby irrevocably constituting
and appointing


- ---------------------------------------------------------------------- Attorney
to transfer said Debenture on the books of the within Company, with full power
of substitution in the premises


Dated
       --------------

- --------------------------------

- --------------------------------



     NOTICE:  The signature to this assignment must correspond with the name as
written upon the within Debenture in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.


                                          7



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