SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                        
                                    FORM 8-K
                                        
                                 CURRENT REPORT
                                        
                                        
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                        
Date of Report (Date of earliest event reported):  February 29, 1996

                                 Honeywell Inc.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

     Delaware                 1-971                   41-0415010
 ----------------         -------------           --------------------
 (State or other          (Commission             (IRS Employer
  jurisdiction of          File Number)            Identification No.)
  incorporation)

                                 Honeywell Plaza
                          Minneapolis, Minnesota 55408
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                    (Address of principal executive offices)

Registrant's telephone number, including area code:    (612) 951-1000

                                 Not Applicable
          ------------------------------------------------------------
          (Former name or former address, if changed since last report)

Item 5.   Other Events.
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     As previously reported in its Forms 10-K, 10-Q and 8-K filed with the
Securities and Exchange Commission, the registrant is a party to material
litigation involving Litton Systems, Inc.

     The trial for the antitrust case began November 20, 1995 as scheduled,
before the same judge who presided over the patent case, but a different jury.
After the parties presented their evidence, the court dismissed for failure of
proof, Litton's contentionscontentions that Honeywell engaged in below-cost
predatory pricing; illegal tying and bundling; and illegally acquired Sperry
Avionics in 1986.  On February 2, 1996, the case was submitted to the jury on,
leaving only two claims, one for monopolization and attempt to monopolize, both
based on Litton's allegations that Honeywell entered into certain exclusive
dealings and penalty arrangements with aircraft manufacturers and airlines, and
one for attempted monopolization, based on Litton's allegations that Honeywell
attempted to exclude Litton from the commercial aircraft market.  On February
29, 1996, the jury returned a $234 million verdict against Honeywell for the
monopolization claim.  On March 1, 1996, the jury indicated that it was unable
to reach a a verdict on damages for the attempted monopolization claim, and a
mistrial was declared on that claimwith respect to that aspect of the antitrust
case.  Honeywell issued press releases announcing each event on February 29 and
March 1, respectively, which are attached hereto as exhibits.

     Honeywell continues to maintain that it competed vigorously and
lawfullyaggressively and fairly in the inertial navigation business and will
continue to defend itself against Litton's allegations. Honeywell believes that
the jury's partial verdict should be overturnedis without merit, in part,
because (i) Litton (i)'s claims of attempted monopolization and monopolization
are integrally tied, and (ii) the damage finding is not supportable.  Further,
notwithstanding the jury's verdict,  failed to prove essential elements of
liability and (ii) failed to submit competent evidence to support its claim for
damages by offering only a speculative, all-or-nothing $298.5 million damage
study.  Honeywell willhas filed post-verdict motions with the trial court asking
that judgment be granted in favor of Honeywell as a matter of law and for a new
trial and intends to vigorously contest the verdict and defend itself against
the allegations made by Litand will argue important procedural and other matters
which could dispose of this case.  If the $234 million jury verdict withstands
post-verdict motions, in whole or in part, any dollar judgment will be trebled
under federal antitrust laws and will be appealed by Honeywell.  The case will
conclude only when the trial and appellate courts resolve all of the legal
issues.

Item 7.   Financial Statements and Exhibits.
          ---------------------------------

(c)  Exhibits

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

  20(i)        Press Release dated as of February 29, 1996.

  20(ii)       Press Release dated as of March 1, 1996.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        HONEYWELL INC.

                                        By: /s/ Edward D. Grayson
                                           -------------------------------
                                           Edward D. Grayson
                                           Vice President and
                                           General Counsel

Date:     March 11, 1996

                                INDEX TO EXHIBITS


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

  20(i)        Press Release dated as of February 29, 1996.

  20(ii)       Press Release dated as of March 1, 1996.