IF YOU HAVE ALREADY SENT IN YOUR PROXY, PLEASE DISREGARD THIS NOTICE


March 31, 1997

Dear Honeywell Shareholder:

We  previously  sent to you proxy  soliciting  material  relating  to the Annual
Meeting of Shareholders  to be held on April 15, 1997 at the Wrigley  Conference
Center in Phoenix, Arizona. According to our latest records we have not received
your Proxy.

The issues to be voted on this year are important,  and we urge you to give your
Proxy  immediate  consideration  and send it in promptly.  Your voted and signed
Proxy is important, whether your holding is large or small.

A Proxy  and  return  envelope  are  enclosed  for you use and  mailing  of your
executed  Proxy  to the  Company's  transfer  agent,  Chase  Mellon  Shareholder
Services. Thank you for your cooperation.


                                                   SIGURD UELAND
                                           Vice President and Secretary