UNITED STATES             |       OMB APPROVAL        |
          SECURITIES AND EXCHANGE COMMISSION  |___________________________|
                Washington, D.C. 20549        |OMB Number:       3235-0167|
                                              |Expires:  November 30, 1995|
                                              |Estimated average burden   |
                       FORM 15                |hours per response ... 1.50|
                                              |___________________________|

   CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER 
   SECTION 12(g)OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION
   OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE 
   SECURITIES EXCHANGE ACT OF 1934.

                                      Commission File Number: 1-971

                               HONEYWELL INC.                              
          (Exact name of registrant as specified in its charter)

         
      Honeywell Plaza, Minneapolis, MN 55408           (612) 951-1000      
   (Address, including zip code, and telephone number, including area code
               of registrant's principal executive offices)

     Preferred Stock Purchase Rights (issued pursuant to a Rights Agreement
                  dated as of February 24, 1986, as amended)               
          (Title of each class of securities covered by this Form)

                       Common Stock, $1.50 par value                       
    (Titles of all other classes of securities for which a duty to file
               reports under section 13(a) or 15(d) remains)

      Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)    (X)           Rule 12h-3(b)(1)(i)    ( )
     Rule 12g-4(a)(1)(ii)   ( )           Rule 12h-3(b)(1)(ii)   ( )
     Rule 12g-4(a)(2)(i)    ( )           Rule 12h-3(b)(2)(i)    ( )
     Rule 12g-4(a)(2)(ii)   ( )           Rule 12h-3(b)(2)(ii)   ( )
                                          Rule 15d-6             ( )

      Approximate number of holders of record as of the certification or
notice date:    None                                                       

      Pursuant to the requirements of the Securities Exchange Act of 1934
Honeywell Inc. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.

Date:  March 4, 1996             By:/s/ Edward D. Grayson 
                                   Name:  Edward D. Grayson
                                   Title: Vice President and General Counsel
   
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of
the General Rules and Regulations under the Securities Exchange Act of
1934.  The registrant shall file with the Commission three copies of 
Form 15, one of which shall be manually signed.  It may be signed by 
an officer of the registrant, by counsel or by any other duly authorized
person.  The name and title of the person signing the form shall be 
typed or printed under the signature.