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):  March 7, 1997

                                 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 March 7, 1997, Honeywell Inc. (`Honeywell') completed its
acquisition of Measurex Corporation (`Measurex') pursuant to the Agreement and
Plan of Merger, dated as of January 26, 1997, by and among Honeywell, Honeywell
Acquisition Corp., a wholly owned subsidiary of Honeywell (the `Purchaser'), and
Measurex.  As a result of the merger of the Purchaser with and into Measurex
(the `Merger'), Measurex became a wholly owned subsidiary of Honeywell.  As of
March 7, 1997, the effective date of the Merger (the `Effective Time'), the
Purchaser owned approximately 97.4 percent of the outstanding shares of Measurex
common stock, par value $.01 per share (the `Shares'), which it had purchased
for $35.00 per Share pursuant to its cash tender offer (the `Tender Offer') for
all of the outstanding Shares.  The Tender Offer expired on February 28, 1997.
Stockholders of Measurex immediately prior to the Effective Time (other than the
Purchaser) also are entitled to receive $35.00 in cash per Share upon surrender
of their stock certificates.

     The aggregate consideration paid for the outstanding Shares and options to
purchase Shares was approximately $600 million.  The Purchaser obtained such
funds from Honeywell by means of capital contributions, loans or a combination
thereof.  Honeywell obtained such funds from cash and investments on hand,
intercompany loans, borrowings under its lines of credit with The Chase
Manhattan Bank and Morgan Guaranty Trust Company of New York and the private
placement of debt securities.

     On March 7, 1997 Honeywell issued a press release reporting on the
consumation of the Merger, which is filed herwith as Exhibit 99(i).


Item 7.   Financial Statements and Exhibits.
          ---------------------------------

(c)  Exhibits:

     99(i) Honeywell Inc. News Release dated March 7, 1997.


                                   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: March 14, 1997

                                INDEX TO EXHIBITS


Exhibit No.
- ----------

  99(i)        Honeywell Inc. News Release dated March 14, 1997.
                                        

EX-99

                                  Exhibit 99(i)

For Immediate Release
From:     Frances B. Emerson
          Honeywell Inc.
          Honeywell Plaza
          Minneapolis, MN 55440
          (612) 951-0072

                      HONEYWELL INC. COMPLETES ACQUISITION
                             OF MEASUREX CORPORATION

     MINNEAPOLIS, March 7, 1997 -- Honeywell Inc. (NYSE:HON) has completed its
acquisition of the entire equity interest of Measurex Corporation.  As a result
of the merger of Honeywell Acquisition Corp., a subsidiary of Honeywell, with
and into Measurex, Measurex has become a wholly owned subsidiary of Honeywell
effective today.
     Former stockholders of Measurex are entitled to receive $35 in cash for
each of their shares.  This is the same price paid by Honeywell Acquisition
Corp. pursuant to its recently completed cash tender offer for all of the
outstanding Measurex shares.  Measurex stockholders will be mailed information
regarding the cash payment they are entitled to receive as a result of the
merger.
     Honeywell's existing pulp-and-paper business will be merged into Measurex,
based in Cupertino, Calif., and the new business will be renamed Honeywell-
Measurex.  Honeywell-Measurex will become a unit of Honeywell's Industrial
business, based in Phoenix.
     In January, Honeywell announced its intention to acquire Measurex, a
leading global provider of systems and instruments used to control papermaking
processes.  Honeywell's primary strength in this industry is in the control of
pulping operations.  The merger of the two companies allows Honeywell to provide
an outstanding wood yard-to-shipping-dock solution for pulp and paper mills
around the world.
     Honeywell is a global controls company focused on creating value through
technology that enhances comfort, improves productivity, saves energy, protects
the environment and increases safety.  The company services customers worldwide
in the homes and buildings, industrial, and aviation and space markets.
Honeywell employs 53,000 people in 95 countries, and had 1996 sales of $7.3
billion.