SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                             Final Amendment to

                               SCHEDULE 14D-1
                           TENDER OFFER STATEMENT
                        PURSUANT TO SECTION 14(D)(1)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                                    AND
                             AMENDMENT NO. 1 TO
                                SCHEDULE 13D
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934


                            PITTWAY CORPORATION
                         (Name of Subject Company)

                          HII-2 ACQUISITION CORP.
                        HONEYWELL INTERNATIONAL INC.
                                 (Bidders)

                       COMMON STOCK, $1.00 PAR VALUE
                       CLASS A STOCK, $1.00 PAR VALUE
                       (Title of Class of Securities)

                                725790 10 9
                                725790 20 8
                   (CUSIP Number of Class of Securities)


                          PETER M. KREINDLER, ESQ.
                 SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                        HONEYWELL INTERNATIONAL INC.
                             101 COLUMBIA ROAD
                     MORRIS TOWNSHIP, NEW JERSEY 07962
                         TELEPHONE: (973) 455-2000
        (Name, Address and Telephone Number of Person Authorized to
          Receive Notices and Communications on behalf of Bidders)


                                  Copy to:

                          DAVID J. FRIEDMAN, ESQ.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                             FOUR TIMES SQUARE
                          NEW YORK, NEW YORK 10036
                               (212) 735-3000







 COMMON STOCK
 CUSIP NO. 725790 10 9                14D-1

 1.   Names of Reporting Persons
      S.S. or I.R.S. Identification Nos. of the Above Persons
      Honeywell International Inc.
      IRS ID No.: 22-2640650

 2.   Check the Appropriate Box if a Member of a Group
                                                                   (a)( )
                                                                   (b)( )

 3.   SEC Use only

 4.   Source of Funds

      WC

 5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to
      Items 2(e) or 2(f)                             ( )

 6.   Citizenship or Place of Organization

      Delaware

 7.   Aggregate Amount Beneficially Owned by Each Reporting Person

      7,478,471 (or 7,749,020, if all shares tendered pursuant to
      guaranteed delivery procedures are delivered)

 8.   Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
                                                        ( )

 9.   Percent of Class Represented by Amount in Row (7)

      94.9% (or 98.4%, if all shares tendered pursuant to guaranteed
      delivery procedures are delivered)

 10.  Type of Reporting Person

      CO



 CLASS A STOCK
 CUSIP NO. 725790 20 8             14D-1

 1.   Names of Reporting Persons
      S.S. or I.R.S. Identification Nos. of the Above Person
      Honeywell International Inc.
      IRS ID No.: 22-2640650

 2.   Check the Appropriate Box if a Member of a Group
                                                             (a)( )
                                                             (b)( )

 3.   SEC Use only

 4.   Source of Funds

      WC

 5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to
      Items 2(e) or 2                                               ( )

 6.   Citizenship or Place of Organization

      Delaware

 7.   Aggregate Amount Beneficially Owned by Each Reporting Person

      33,914,500 (or 34,497,738 if all shares tendered pursuant to
      guaranteed delivery procedures are delivered)

 8.   Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
                                                                 ( )

 9.   Percent of Class Represented by Amount in Row (7)

      95.8% (or 97.4%, if all shares tendered pursuant to guaranteed
      delivery procedures are delivered)

 10.  Type of Reporting Person

      CO



      This Final Amendment amends the Tender Offer Statement on Schedule
 14D-1 initially filed on December 23, 1999 (as amended, the "Tender Offer
 Statement") by Honeywell International Inc., a Delaware corporation
 ("Parent"), and its wholly owned subsidiary HII-2 Acquisition Corp., a
 Delaware corporation ("Purchaser"), relating to the Purchaser's offer to
 purchase all of the outstanding shares of Common Stock, of the par value of
 $1.00 per share, and Class A Stock, of the par value of $1.00 per share, of
 Pittway Corporation, a Delaware corporation, on the terms and subject to
 the conditions set forth in the Offer to Purchase dated December 23, 1999.
 Unless otherwise defined herein, all capitalized terms used herein shall
 have the respective meanings given such terms in the Tender Offer
 Statement.  The Tender Offer Statement also constitutes Amendment No. 1 to
 the Statement on Schedule 13D of Purchaser and Parent.  The item numbers
 and responses thereto below are in accordance with the requirements of
 Schedule 14D-1.

 ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

      Item 6 is hereby amended to add the following:

      On February 4, 2000, following expiration of the Offer at 12:00 p.m.,
 New York City time, on February 3, 2000, Purchaser accepted for payment all
 Shares validly tendered and not withdrawn pursuant to the Offer.  Purchaser
 has been advised by the Depositary for the Offer that as of the expiration
 of the Offer 7,749,020 Shares of Common Stock, representing approximately
 98.4% of the outstanding Shares of Common Stock, had been validly tendered
 and not withdrawn pursuant to the Offer (including 270,549 Shares tendered
 pursuant to the procedures for guaranteed delivery), and 34,497,738 Shares
 of Class A Stock, representing approximately 97.4 % of the outstanding
 Shares of Class A Stock had been validly tendered and not withdrawn
 pursuant to the Offer (including 583,238 Shares tendered pursuant to the
 procedures for guaranteed delivery).

 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

           Item 11 is hereby amended to add the following:

           (a)(10) Joint Press Release of Parent and the Company dated
 February 4, 2000.


                                 SIGNATURES

      After due inquiry and to the best of my knowledge and belief, the
 undersigned certifies that the information set forth in this statement is
 true, complete and correct.

 Dated:  February 7, 2000

                                         HONEYWELL INTERNATIONAL INC.


                                         BY:  /s/ Richard J. Diemer
                                              -----------------------------
                                              Name:  Richard J. Diemer
                                              Title: Vice President and
                                                     Controller


                                         HII-2 ACQUISITION CORP.


                                         BY:  /s/ George Van Kula
                                              -----------------------------
                                              Name:  George Van Kula
                                              Title: Secretary


                               EXHIBIT INDEX


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

 (a)(10)             Joint Press Release of Parent and the Company dated
                     February 4, 2000.

EX-99

                                                            Exhibit (a)(10)

 NEWS RELEASE



 Contact:  Tom Crane                          Ed Schwartz
           Honeywell                          Pittway Corporation
           (973) 455-4732                     (312) 831-4136



                   HONEYWELL COMPLETES SUCCESSFUL TENDER
                       OFFER FOR PITTWAY CORPORATION


      MORRIS TOWNSHIP, New Jersey and CHICAGO, Illinois, February 4, 2000 --
 Honeywell [NYSE: HON] and Pittway Corporation [NYSE: PRY and PRY.A] said
 today that Honeywell has completed a successful tender offer for the
 outstanding shares of Pittway Common Stock and Class A Stock.

      The tender offer expired at 12:00 midnight New York City time on
 Thursday, February 3, 2000.  Approximately 7.7 million shares of Pittway
 Common Stock (98%) and 34.5 million shares of Pittway Class A Stock (97%)
 have been tendered, representing more than 97% of the company's total
 outstanding shares.  Honeywell has accepted for payment all of the shares
 validly tendered at the tender offer price of $45.50 per share.

      Honeywell intends to promptly complete the transaction in accordance
 with Delaware's short-form merger provisions.  As a result of the merger,
 each remaining outstanding share of Pittway Common Stock and Class A Stock
 will be converted, subject to appraisal rights, into the right to receive
 $45.50, in cash, without interest.

      The acquisition, which will be integrated into Honeywell's Home &
 Building Control business, combines Honeywell's expertise in systems
 integration and HVAC controls with Pittway's product and distribution
 strength in the rapidly growing $10-billion fire and security industries.
 The combined entity will be a premier $5-billion home and building control
 supplier with a broader array of quality products, more services, and the
 unparalleled ability to provide installing and end-user customers with
 total system solutions combining fire, security and HVAC controls.

      Pittway, headquartered in Chicago, Illinois, is one of the world's
 leading manufacturers and distributors of security and fire systems and
 other low-voltage products for homes and buildings.  Its systems and
 products are marketed globally under the Ademco, Notifier, System Sensor,
 ADI, Northern Computers and other popular brand names.

      Honeywell Home and Building Control, a US$3.4-billion unit of
 Honeywell, provides products and services to create efficient, safe,
 comfortable environments. The business unit offers controls for heating,
 ventilation, humidification and air-conditioning equipment; security and
 fire alarm systems; home automation systems; energy-efficient lighting
 controls; and building management systems and services.

      Honeywell is a US$24-billion diversified technology and manufacturing
 leader, serving customers worldwide with aerospace products and services;
 control technologies for buildings, homes and industry; automotive
 products; power generation systems; specialty chemicals; fibers; plastics;
 and electronic and advanced materials.  The company employs approximately
 120,000 people in 95 countries.  Honeywell is traded on the New York Stock
 Exchange under the symbol HON, as well as on the London, Chicago and
 Pacific stock exchanges.  It is one of the 30 stocks that make up the Dow
 Jones Industrial Average and is also a component of the Standard & Poor's
 500 Index.  Additional information on the company is available on the
 Internet at www.honeywell.com.


 This release contains forward-looking statements as defined in Section 21E
 of the Securities Exchange Act of 1934, including statements about future
 business operations, financial performance and market conditions.  Such
 forward-looking statements involve risks and uncertainties inherent in
 business forecasts.

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 2/04/00