Annual Shareholders
                               Meeting Scheduled
                                  for April 15

Honeywell's annual meeting of shareholders will be held April 15 at the Wrigley
Conference Center in Phoenix, Arizona, at 2 p.m. Eleven Directors will be
elected to the Honeywell board of directors at the meeting, including, Michael
Bonsignore and Giannantonio Ferrari. Shareholders will vote on the election of
directors, the selection of Deloitte and Touche as the company's auditors,
approval of the 1997 Honeywell Stock and Incentive Plan, and elimination of
Article XII of the Company's By-laws, which establishes a maximum amount of
incentive compensation.

Notice of the annual meeting and proxy statements were mailed to shareholders
beginning March 5. Employee shareholders are encouraged to vote their proxy
cards and mail them promptly to Honeywell's transfer agent, ChaseMellon
Shareholder Services. If you are a shareholder and a participant in the
Honeywell Savings and Stock Ownership Plan, you will receive a single proxy
card, covering shares in the plans and shares of record, registered in the same
name.

To receive a proxy statement, send your name and mail station to: Proxy Request,
c/o KATHY CURRAN at MN12-5292.