EXHIBIT 8.1


                           [Form of Dutch Tax Opinion]
                   [Baker & Mckenzie - Amsterdam Letterhead]


                                  July 18, 1996



Honeywell Inc.
2701 4th Avenue South
Minneapolis, Minnesota 55440
U.S.A.

Gentlemen:

     We have acted as special Dutch income tax counsel to Honeywell Inc. (the 
"Company") in connection with the issuance of its Medium-Term Notes Series B 
(the "Series B Notes") due 9 months or more from the date of issue, and the 
issuance by each of Honeywell Finance B.V. (the "Dutch Issuer") and Honeywell 
Canada Limited (the "Canadian Issuer") of Medium-Term Notes, Series A, (the 
"Series A Notes" and, together with the Series B Notes, the "Notes") due 9 
months or more from the date of issue as described in the Prospectus 
Supplement dated July 18, 1996 (the "Prospectus Supplement"), to the 
Prospectus dated May 30, 1996, relating to the initial offering and sale of 
the Notes (the "Prospectus"). The Notes issued by the Company, the Dutch 
Issuer and the Canadian Issuer (each an "Issuer" and collectively the 
"Issuers") will be limited to an aggregate initial public offering price not 
to exceed $500,000,000.

     As special Dutch income tax counsel to the Company, we have examined 
such records and documents of the Issuers as we deemed necessary and relevant 
for purposes of rendering our opinion as to the principal Dutch income tax 
consequences of the purchase, ownership and disposition of the Notes, 
including (i) the Prospectus, (ii) the Prospectus Supplement and (iii) the 
Indenture dated as of July 15, 1996, between The Chase Manhattan Bank and the 
Issuers. Unless otherwise defined herein, all capitalized terms shall have 
the meanings assigned to them in the Prospectus and the Prospectus Supplement.



Honeywell Inc.
July 18, 1996
Page 2

     On the basis of the foregoing, and assuming that all relevant documents 
have been, or will be, validly authorized, executed, delivered and performed 
by all of the relevant parties, we are of the opinion that, under present 
Dutch income tax law, the statements in the Prospectus Supplement under the 
caption "Netherlands Taxation" commencing at page S-24 and concluding on page 
S-25, sets forth the material Dutch income tax consequences of the purchase, 
ownership and disposition of Notes by a non-Dutch Noteholder.

     The foregoing is based on the Netherlands tax law and regulations 
relating thereto as of the date hereof. Subsequent developments in these 
areas could have a material effect on the opinions expressed herein.

     The Chase Manhattan Bank, as Trustee, may rely on this opinion as 
if it were addressed to them. We hereby consent to your filing of this 
opinion as an exhibit to the Form 8-K and to the reference of Baker & 
McKenzie, the Netherlands, under the caption "Legal Matters" contained in the 
Prospectus Supplement.


                                       Very truly yours,

                                       /s/ Baker & McKenzie

                                       BAKER & McKENZIE