CONFIRMING STATEMENT


         This Statement confirms that the undersigned, Bradley T. Sheares, has
authorized and designated each of Peter M. Kreindler, Thomas F. Larkins, Gail E.
Lehman or Monique C. Edwards (the "Designees") to execute and file on the
undersigned's behalf all Forms 3, 4 and 5 (including any amendments thereto)
that the undersigned may be required to file with the U.S. Securities and
Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of Honeywell International Inc. The authority of the
Designees under this Statement shall continue until the undersigned is no longer
required to file Forms 4 and 5 with regard to the undersigned's ownership of or
transactions in securities of Honeywell International Inc., unless earlier
revoked in writing. The undersigned acknowledges that the Designees are not
assuming any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.



Date:  September 20, 2004

                                           /s/ Bradley T. Sheares
                                           ---------------------
                                           Bradley T. Sheares