8-K

                       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):  September 9, 1996

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

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

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

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

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

Item 5.   Other Events.

     On September 13, 1996, the Registrant issued a News Release reporting on
recent developments in the previously reported patent and antitrust lawsuits
involving Litton Systems Inc.  A copy of the News Release is filed herewith as
Exhibit 99(i).  Further information regarding these matters is set forth in Part
II, Item 1 of the Registrant's Quarterly Report on Form 10Q for the quarter
ended June 30, 1996, as filed with the Commission on August 14, 1996.

Item 7.   Financial Statements and Exhibits.

(c)  Exhibits:

     99(i) Honeywell Inc. News Release dated September 13, 1996.


                                   SIGNATURES

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

                                        HONEYWELL INC.

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

Date: September 17, 1996

                                INDEX TO EXHIBITS



Exhibit No.

            
  99(i)        Honeywell Inc. News Release dated September 13, 1996.

EX-99

For Immediate Release
From: Tony Searle
      Honeywell Inc.
      Honeywell Plaza
      Minneapolis, MN  55408
      (612) 951-0070
                                        
                   JUDGE ORDERS MEDIATION AND FEDERAL CIRCUIT
                   DENIES IN BANC REVIEW IN LITTON LITIGATION
                                        
     MINNEAPOLIS, SEPT. 13, 1996 -- Honeywell Inc. today reported recent events
which have occurred in the patent and antitrust cases brought against it by
Litton Systems Inc.
     On Monday, September 9, the U.S. District Court for the Central District of
California ordered the parties to mediate the patent and antitrust claims before
retired California Supreme Court Chief Justice Malcolm Lucas, and this process
has commenced.
     On September 11, the U.S. Court of Appeals for the Federal Circuit denied
Honeywell's petition for rehearing and in banc review in the patent case.  As
previously reported, Honeywell will next petition the U.S. Supreme Court for
review.  It will also continue its preparation for any new damages trial ordered
and to oppose any injunctive relief which Litton might seek, in the event the
appeal is unsuccessful or the mediation does not lead to a settlement of these
cases.
     Honeywell is a global controls company focused on creating value through
control technology that enhances comfort, improves productivity, saves energy,
protects the environment and increases safety. The company serves customers
worldwide in the homes and buildings, industrial, and aviation and space
markets. Honeywell employs 53,000 people in 95 countries and had 1995 sales of
$6.7 billion.