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): July 3, 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
      ----------------------                     -----
(Address of principal executive offices)       (Zip Code)


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.
          ------------

          On July 3, 1996, a three judge panel of the U.S. Court of Appeals for
the Federal Circuit, in a split 2 to 1 decision, reversed significant portions
of a U.S. District Court decision in the previously reported patent lawsuit
brought against the Registrant by Litton Systems, Inc.  In January, 1995, the
District Court set aside a $1.2 billion jury verdict which had been rendered
against the Registrant in August, 1993.  The District Court held that: Litton's
patent was invalid due to obviousness and unenforceable due to Litton's
inequitable conduct in obtaining its reissue; the Registrant's products which
utilize an RF Ion Beam process did not infringe Litton's reissue patent; and the
Registrant had not, under California state law, illegally interfered with
Litton's licensing and consulting agreements or with Litton's prospective
economic advantage with customers.  The District Court had also granted the
Registrant a new trial on damages in the event its other rulings were reversed
on appeal.

          The Court of Appeals panel overruled the District Court's rulings of
patent invalidity, unenforceability and non-infringement, and also found the
Registrant liable under Litton's state tort claims.  However, the panel upheld
the District Court's ruling that the Registrant is entitled to a new trial for
damages on all claims, as well as its granting to the Registrant of certain
intervening patent rights.



Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
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          (c)  Exhibits

               (99)(i)   Decision of the United States Court of Appeals, Federal
                         Circuit, dated July 3, 1996 in the matter of Litton
                         Systems, Inc. v. Honeywell Inc.

               (99)(ii)  Press release issued by the Registrant dated
                         July 8, 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: July 16, 1996
                                  EXHIBIT INDEX


Exhibit
- -------

(99)(i)   Decision of the United States Court of Appeals, Federal Circuit, dated
          July 3, 1996 in the matter of Litton Systems, Inc. v. Honeywell Inc.



(99)(ii)  Press release issued by the Registrant dated July 8, 1996