EXHIBIT 99(i)
                                        
                              CAUTIONARY STATEMENTS
                  FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF
              THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

      Honeywell Inc. (`Honeywell' or the`Company') may occasionally make 
statements regarding its businesses and their respective markets, such as
projections of future performance, statements of management's plans and
objectives, future contracts, forecasts of market trends and other matters,
which to the extent they are not historical fact, may constitute `forward-
looking statements' within the meaning of the Private Securities Litigation
Reform Act of 1995.  Statements containing the words or phrases `will likely
result', `are expected to,' `will continue,' `outlook,' `is anticipated,'
`estimate,' `project' or similar expressions, which may appear in certain
documents, reports (including but not limited to those filed with the Securities
and Exchange Commission), press releases, and written or oral presentations made
by officers of the Company to analysts, shareholders, investors, news
organizations and others, identify such forward-looking statements.  No
assurance can be given that the results in any forward-looking statements will
be achieved and actual results could be affected by one or more factors which
could cause them to differ materially.  Therefore, Honeywell wishes to ensure
that any written or oral forward-looking statements made by it or on its behalf,
are accompanied by, or referenced to, meaningful cautionary statements in order
to maximize to the fullest extent possible the protections of the safe harbor
established in the Private Securities Litigation Reform Act of 1995.

     All forward-looking statements made by or on behalf of Honeywell are hereby
qualified in their entirety by reference to the following important factors,
among others, that could affect the Company's businesses and cause actual
results to differ materially from those projected.  Any forward-looking
statement speaks only as of the date on which such statement is made, and
Honeywell undertakes no obligation to update such statement to reflect events
or circumstances arising after such date.

     FOREIGN SALES.  A significant portion of Honeywell's revenues are generated
from international business operations.  Changes in trade, monetary policies and
regulatory requirements of the United States and other nations (e.g. the
adoption of the EURO currency by the European Monetary  Union), as well as
political instability in certain regions may affect Honeywell's international
business.  Many of Honeywell's sales outside the United States are denominated
in local currencies; therefore, exchange rate fluctuations may affect overall
financial performance.

      PROJECT  MANAGEMENT.  Performance related programs and retrofit projects
have increasingly become an integral part of Honeywell's businesses.  The
success of some of these programs may depend in part on the performance of third
parties.  Honeywell manages its businesses in such a manner as to minimize the
potential impact of performance; nonetheless, bid variances, third party labor
disputes, and the availability, quality and timely delivery of supplies are
factors that could affect the Company's ability to manage these programs within
their budgetary guidelines.

      COMPETITION.  Honeywell's businesses are subject to various competitive
pressures, including but not limited to, the introduction of new competitive
technologies, industry consolidation, the growing acceptance of open systems
environments and the deregulation of certain industries.  Developments in these
areas  may  influence Honeywell's strategies in certain markets and  create  new
challenges or opportunities.

      HUMAN  RESOURCES.   Innovative  products and  solutions  are  continuously
developed  by Honeywell's businesses for application in the markets they  serve.
Highly trained technical and managerial employees are


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required  for  this  effort, and Honeywell's ability to  manage  its  businesses
successfully depends, in part, on its ability to attract and retain such people.
Shortages of skilled personnel or negative compensation trends are factors  that
can  affect  the  availability of such people or increase Honeywell's  costs  in
attracting and retaining employees.  In certain foreign markets, local labor
rates and practices may affect Honeywell's operating costs or its ability to
conduct business in such areas.

      REGULATORY ORGANIZATIONS.  In many of the domestic and foreign markets in
which Honeywell competes, such as aviation, building control, processing and
refining, government regulation is  extensive.  Compliance with safety or
environmental standards, may impact Honeywell in those markets by increasing
Honeywell's costs or alternately, by providing opportunities for Honeywell to
provide solutions for customers affected thereby.

      Also, certain other regulatory organizations such as the Financial
Accounting Standards Board and the American Institute of Certified Public
Accountants, may from time to time, promulgate rules and regulations which may
impact Honeywell's accounting policies in the U.S. and abroad.

      TECHNOLOGY.  Honeywell's products and services are based on innovative
technologies developed by the Company or licensed from others.  To the extent
the Company can secure intellectual property protection for products it
develops, it may be able to enhance its competitive position in certain markets.
Honeywell's ability to obtain licenses from third parties for other key
technologies, or to develop new technologies or solutions independently or
through collaborative efforts can impact the Company's businesses.

      CUSTOMER TRENDS.  The demand for Honeywell's products is subject to the
demands in major customer markets.  For example, the requirements of major
airlines for new aircraft may affect the demand for avionics and cockpit
controls produced by Honeywell's Space and Aviation Control business; new
construction or modernization activity may influence the demand for products and
services provided by the Home and Building Control business; the demand for new
or modernized processing plants in certain industrial sector markets may affect
Honeywell's Industrial Control business.  The Company endeavors to forecast such
demands, but unforeseen general economic conditions in the United States and
internationally, as well as industry specific factors, may affect such
forecasts.

       CHARGES RESULTING FROM ACQUISITIONS AND DIVESTITURES.  Honeywell
continually evaluates the growth potential and profitability of its existing
businesses, and equity and other investments.  When deemed appropriate,
Honeywell will acquire new businesses to expand its product offerings, increase
or decrease its investments, and divest assets (e.g., buildings, product lines,
etc.) and existing businesses which are no longer considered a strategic fit or
do not continue to create value consistent with the Company's objectives.
Decisions to sell assets or divest businesses could result in future gains or
charges depending on the circumstances.

      The foregoing factors are not exhaustive and new factors may emerge which
impact Honeywell's businesses.  It is impossible for management to predict such
factors, therefore, forward-looking statements should not be relied upon as a
prediction of actual future results.


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