Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

On May 18, 2020, Honeywell International Inc. (the "Company") completed a public offering of $3,000,000,000 aggregate principal amount of its 1.350% Senior Notes due 2025, 1.950% Senior Notes due 2030 and 2.800% Senior Notes due 2050 (together, the "Notes").

The offering of the Notes was made pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-228729) filed with the Securities and Exchange Commission on December 10, 2018.

The Notes were issued pursuant to the terms of the indenture, dated as of March 1, 2007, between the Company and Deutsche Bank Trust Company Americas, as trustee, as amended by the first supplemental indenture dated as of October 27, 2017 and as further amended by the second supplemental indenture dated as of March 10, 2020 (the "Indenture").

The foregoing summary is qualified in its entirety by reference to the text of the Indenture and the respective forms of global notes for the offering, which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Additionally, the information set forth under Item 8.01 below regarding the Delayed Draw Term Loan Agreement entered into on March 26, 2020 is incorporated herein by reference.




Item 8.01 Other Events.

On May 18, 2020, the Company gave notice to the Administrative Agent under the Delayed Draw Term Loan Agreement of the permanent reduction of the Unused Commitments in the aggregate amount of $3,000,000,000, effective May 22, 2020. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Delayed Draw Term Loan Agreement.

As previously stated, Honeywell confirms that, on or prior to June 26, 2020, it will draw on the full amount of the Unused Commitments under the Delayed Draw Term Loan Agreement remaining after giving effect to such permanent Commitment reduction. As of the date hereof, there were no amounts drawn under the Delayed Draw Term Loan Agreement.

Item 9.01 Financial Statements and Exhibits.

A copy of the opinion of the Deputy General Counsel of Honeywell International Inc. relating to the legality of the issuance and sale of the Company's Notes is attached as Exhibit 5.1 hereto.





(d) Exhibits.



Exhibit 4.1    Indenture dated as of March  1, 2007 between Honeywell International
             Inc. and Deutsche Bank Trust Company Americas, as trustee
             (incorporated by reference to Exhibit 4.1 of Honeywell's Registration
             Statement on Form S-3 (File No. 333-141013), filed March 1, 2007).

Exhibit 4.2 First Supplemental Indenture dated as of October 27, 2017 between

Honeywell International Inc. and Deutsche Bank Trust Company Americas,
             as trustee (incorporated by reference to Exhibit 4.2 of Honeywell's
             Form 8-K filed October 30, 2017).

Exhibit 4.3 Second Supplemental Indenture dated as of March 10, 2020 between

Honeywell International Inc. and Deutsche Bank Trust Company Americas,
             as trustee (incorporated by reference to Exhibit 4.3 of Honeywell's
             Form 8-K filed March 10, 2020).

Exhibit 4.4    Form of 1.350% Senior Note Due 2025.

Exhibit 4.5    Form of 1.950% Senior Note Due 2030.

Exhibit 4.6    Form of 2.800% Senior Note Due 2050.

Exhibit 5.1    Opinion of Deputy General Counsel of Honeywell International Inc.

Exhibit 23.1   Consent of Deputy General Counsel of Honeywell International Inc.
             (included in Exhibit 5.1 hereto).

Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are


             embedded within the Inline XBRL document.

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