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                                                                  EXHIBIT 99(i)

                              CAUTIONARY STATEMENTS 
                 FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF 
              THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
   
Honeywell may occasionally make statements regarding its businesses and their 
respective markets, such as projections of future performance, statements of 
management's plans and objectives, 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, 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.


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     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 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 same.  In certain foreign markets, local labor rates and practices may
affect Honeywell's operating costs or its ability to conduct business in such 
areas.

     GOVERNMENT REGULATION.  In many of the 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.

     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.

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     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.