EXHIBIT 5.1

                                    Honeywell
                                  P.O. Box 1057
                            Morristown, NJ 07962-1057


November 25, 2002

Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962

Ladies and Gentlemen:

I am Assistant General Counsel, Securities and Finance, of Honeywell
International Inc., a Delaware corporation (the "Company"). This  opinion is
being rendered in connection with the issuance and sale from time to time in
accordance with Rule 415 under the Securities Act of 1933 of up to an aggregate
of 45,000,000 shares of common stock, par value $1.00 per share ("Common Stock")
pursuant to a Registration Statement on Form S-3 (the "Registration Statement").

As counsel for the Company, I have examined such documents, including the
Registration Statement, the restated certificate of incorporation and by-laws of
the Company and certain resolutions of the Board of Directors of the Company
(the "Board") relating to the issuance of Common Stock (the "Resolutions"). I
have also reviewed such questions of law as I have considered necessary and
appropriate for the purposes of the opinions set forth below.

Based on the foregoing, I am of the opinion that:


       (1) the Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Delaware;

       (2) with respect to the shares of Common Stock to be contributed by the
Company to the Honeywell International Inc. Master Retirement Trust, the Board
has taken all necessary corporate action to approve the issuance of the shares
of Common Stock and, when issued as provided in the Registration Statement, the
shares of Common Stock will be duly authorized, validly issued, fully paid and
nonassessable; and

       (3) the 2,104,000 shares of Common Stock currently held by the Honeywell
International Inc. Master Retirement Trust have been duly authorized, validly
issued, fully paid and are nonassessable.






My opinion expressed above is limited to the laws of the State of New Jersey,
the Delaware General Corporation Law and the federal laws of the United States
of America, and I express no opinion as to the laws of any other jurisdiction.

I hereby consent to the inclusion of this opinion letter as an exhibit to the
Registration Statement and the reference to me under the caption "Legal
Opinions". In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933.


Very truly yours,



/s/ Gail E. Lehman