FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * COTE DAVID M   2. Issuer Name and Ticker or Trading Symbol HONEYWELL INTERNATIONAL INC [HON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) 101 COLUMBIA ROAD 3. Date of Earliest Transaction (Month/Day/Year) 08/22/2014 (Street) MORRISTOWN, NJ 07960 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Options

$ 28.35

08/22/2014

J(1)

282,359

(2)

02/23/2019

Common Stock

282,359

$ 57 (3)

667,641

D

Employee Stock Options

$ 28.35

08/22/2014

J(1)

282,359

(2)

02/23/2019

Common Stock

282,359

$ 57 (3)

282,359

I

See footnote (4)

Employee Stock Options

$ 40.17

08/22/2014

J(1)

950,000

(5)

02/25/2020

Common Stock

950,000

$ 46.14 (6)

0

D

Employee Stock Options

$ 40.17

08/22/2014

J(1)

950,000

(5)

02/25/2020

Common Stock

950,000

$ 46.14 (6)

950,000

I

See footnote (7)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COTE DAVID M 101 COLUMBIA ROAD MORRISTOWN, NJ 07960	X		Chairman & CEO

Signatures

/s/ Jeffrey Neuman for David M. Cote		08/25/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents a transfer by Mr. Cote of vested stock options to a trust for the benefit of certain of his family members in connection with Mr. Cote's long-term strategy for estate planning.
(2)	The Employee Stock Options were granted under the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vested in four equal annual installments, with the first installment vesting on 2/24/2010.
(3)	In connection with the transfer of these vested stock options to a trust for the benefit of certain of Mr. Cote's family members, such trust executed a note payable to Mr. Cote based on the appraised value of such stock options.
(4)	These Employee Stock Options are held by a trust for the benefit of certain of Mr. Cote's family members, and of which Mr. Cote serves as an investment advisor. Mr. Cote disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(5)	The Employee Stock Options were granted under the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vested in four equal annual installments, with the first installment vesting on 2/26/2011.
(6)	In connection with the transfer of these vested stock options to a trust for the benefit of certain of Mr. Cote's family members, such trust executed a note payable to Mr. Cote based on the appraised value of such stock options.
(7)	These Employee Stock Options are held by a trust for the benefit of certain of Mr. Cote's family members, and of which Mr. Cote serves as investment advisor. Mr. Cote disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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