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                                                             EXHIBIT 10 (iii)(f)


            HONEYWELL NON-EMPLOYEE DIRECTORS FEE AND STOCK UNIT PLAN


     1.   PURPOSE OF THE PLAN.  The purpose of the Honeywell Non-Employee 
Directors Fee and Stock Unit Plan ("Plan") is to grant Awards of Stock Units to 
non-employee directors of the Company in order to align their compensation with 
the equity interests of the Company's stockholders.  The Plan provides for 
compensation through the payment of Directors' Annual Retainer and Meeting Fees 
in cash or Stock Units, or for the deferral of such fees.  The Plan shall become
effective on the date ("Effective Date") the Plan is approved by the 
stockholders or such later date as may be established by the Board.

     2.  DEFINITIONS.

     "Alliant Restricted Stock" shall mean Restricted Stock (as defined in the 
Prior Plans) of Alliant Techsystems, Inc. 

     "Annual Meeting" shall mean an annual meeting of stockholders of the 
Company.

     "Annual Retainer" shall mean the retainer fee, established by the Board, 
paid to a Director for services on the Board for a Director Year.

     "Award" shall mean an award of Stock Units pursuant to the Plan.

     "Board" shall mean the Board of Directors of the Company.

     "Canadian Director" shall mean a Director who is a citizen of Canada.

     "Change in Control" of the Company shall have occurred if:

          (i)  any "person", as such term is used in Sections 13(d) and 14(d) 
     of the Exchange Act (other than the Company or any of its subsidiaries; 
     any trustee or other fiduciary holding securities under an employee 
     benefit plan of the Company or any of its subsidiaries; an underwriter 
     temporarily holding securities pursuant to an offering of such 
     securities; or any corporation owned, directly or indirectly, by the 
     stockholders of the Company in substantially the same proportions as 
     their ownership of stock of the Company), is or becomes the "beneficial 
     owner" (as defined in Rule 13d-3 under the Exchange Act), directly or 
     indirectly, of securities of the Company representing 30% or more of the 
     combined voting power of the Company's then outstanding securities; or

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          (ii) during any period of not more than two consecutive years (not 
     including any period prior to the execution of this amendment to the 
     Plan), individuals who at the beginning of such period constitute the 
     Board, and any new director (other than a director designated by a 
     person who has entered into an agreement with the Company to effect a 
     transaction described in clause (i), (iii) or (iv) of this Section) 
     whose election by the Board or nomination for election by the Company's 
     stockholders was approved by a vote of at least two-thirds (2/3) of the 
     directors then still in office who either were directors at the 
     beginning of the period or whose election or nomination for election was 
     previously so approved, cease for any reason to constitute at least a 
     majority thereof;

          (iii) the stockholders of the Company approve a merger or 
     consolidation of the Company with any other corporation, other than (A) 
     a merger or consolidation which would result in the voting securities of 
     the Company outstanding immediately prior thereto continuing to 
     represent (either by remaining outstanding or by being converted into 
     voting securities of the surviving entity) more than 50% of the combined 
     voting power of the voting securities of the Company or such surviving 
     entity outstanding immediately after such merger or consolidation or (B) 
     a merger or consolidation effected to implement a recapitalization of 
     the Company (or similar transaction) in which no person (as hereinabove 
     defined) acquires more than 30% of the combined voting power of the 
     Company's then outstanding securties; or

          (iv) the stockholders of the Company approve a plan of complete 
     liquidation of the Company or an agreement for the sale or disposition 
     of the Company of all or substantially all of the Company's assets (or 
     any transaction having a similar effect).

     "Change in Control Price" of the Stock shall equal the higher of (i) if 
applicable, the price paid for the Stock in the transaction constituting Change
in Control and (ii) the reported closing price of the Stock on the New York 
Stock Exchange on the last trading day preceding the date of the Change in 
Control.

     "Committee" shall mean the Nominating and Governance Committee of the Board
or such other committee as may be designated by the Board.

     "Company" shall mean Honeywell Inc.

     "Company Restricted Stock" shall mean Restricted Stock (as defined in the 
Prior Plans) of the Company.

     "Deferred Account" shall mean the account established and maintained by the
Company for specified deferrals by a Director in accordance with Section 5(c).

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     "Director" shall mean a non-employee director of the Company.

     "Director Year" shall mean the fiscal year commencing on the date of the 
Company's Annual Meeting and ending on the date immediately preceding the next 
Annual Meeting.

     "Dividend Equivalent Rights" shall mean a right, described in Section 7 
hereof, of a holder of Stock Units with respect to certain dividends paid on 
outstanding shares of Stock.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as 
amended.

     "Fair Market Value" of the Stock on a particular date shall equal the 
average of the reported closing prices for the Stock on the New York Stock 
Exchange for the ten (10) consecutive trading days immediately preceding such 
date.

     "Fees" shall mean the sum, for any Director Year, of the Annual Retainer, 
the Meeting Fees and Per Diem Fees, if any.

     "Meeting Fees" shall mean the fees, established by the Board, paid to a 
Director for attending a meeting of the Board or a committee of the Board.  This
term shall include all fees paid to a Director for extraordinary or special 
Board and/or committee meetings.

     "Per Diem Fee" shall mean a fee, established by the Board, authorized by 
the Chief Executive Officer of the Company, in his or her sole discretion, to a
Director who is asked to work on Board issues for a significant part of a day 
outside of normal Board or committee meetings.

     "Prior Plans" shall mean the Honeywell Restricted-Stock Retirement Plan for
Non-Employee Directors and the Honeywell Inc. Compensation Plan for Outside 
Directors.

     "Rule 16b-3" shall mean Rule 16b-3 promulgated under the Securities 
Exchange Act of 1934, as amended.

     "Stock" shall mean shares of Common Stock, par value $1.50 per share, of 
the Company.

     "Stock Unit" shall mean a right to receive payment, in accordance with the 
conditions set forth herein, of the Fair Market Value of a share of Stock.

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     "Termination Date" shall mean the date the Director's service on the Board 
terminates for any reason.

     3.  STOCK SUBJECT TO THE PLAN.  The maximum number of shares of Stock 
reserved for issuance pursuant to the Plan shall be 300,000 shares, subject to 
adjustment as provided in Section 11 of the Plan.

     4.  ANNUAL STOCK UNIT AWARDS. On the date of each Annual Meeting, 
commencing with the 1996 Annual Meeting, each person who has served as a 
Director during the preceding Director Year shall receive an Award of Stock 
Units (including fractional Stock Units) with respect to Stock having a Fair 
Market Value equal to one-half the Fees earned by the Director for the 
immediately preceding Director Year.

     5.  FEES.  Each Director shall be entitled to receive Fees with respect to
each Director Year in accordance with the provisions of this Section 5.  Each 
Director shall be given an opportunity by the Company on an annual basis to 
elect ("Annual Election") to receive his or her Annual Retainer and Meeting 
Fees: (i) in cash, (ii) in Stock Units, or (iii) in a combination of cash and 
Stock Units.  In addition a Director may elect to defer receipt of the Annual 
Retainer and Meeting Fees that the Director has the opportunity to earn during 
the next succeeding Director Year, which would otherwise be payable in cash.  

          (a) The Annual Election must be in writing and shall be delivered 
     to the Secretary of the Company no later than the tenth day preceding 
     the date of the Annual Meeting.   (The Annual Election shall be 
     irrevocable after the tenth day preceding the date of the Annual 
     Meeting.)  The Annual Election shall specify the applicable percentage 
     of the Annual Retainer and Meeting Fees that such Director elects to 
     receive in cash, or Stock Units, or to defer.  

          (b) If a Director elects to receive Fees in cash, cash payment for 
     the Annual Retainer shall be paid as soon as practicable after the 
     beginning of a Director Year, and cash payment for Meeting Fees shall be 
     paid as soon as practicable after a meeting.  If a Director elects to 
     receive Stock Units in lieu of all or a portion of the Annual Retainer, 
     the Director shall receive Stock Units (including fractional Stock 
     Units) with respect to Stock having a Fair Market Value (on the date of 
     the Company's Annual Meeting) equal to 110% of the portion of the Annual 
     Retainer payable in Stock Units.  If a Director elects to receive Stock 
     Units in lieu of all or a portion of the Meeting Fees, then with respect 
     to all meetings occurring within a calendar quarter, the Director shall 
     receive Stock Units (including fractional Stock Units) with respect to 
     Stock having a Fair Market Value (determined  as of the last trading day 
     for such quarter) equal to 110% of the portion of such Meetings Fees 
     payable in Stock Units.  


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          (c) If a Director elects to defer all or a portion of the Fees, 
     such deferred Fees shall be credited to the Deferred Account established 
     for each Director.  Interest shall be credited to each Deferred Account 
     annually, as of December 31, and at the time of distribution of the 
     entire balance of the Deferred Account, on the daily average balance of 
     such Deferred Account for such year or portion thereof at an interest 
     rate equal to the Company's average five-year borrowing rate.

          (d) Any person who becomes a Director following an Annual Meeting, 
     whether by appointment or election as a director (or by change in status 
     from a full-time employee), shall receive an Annual Retainer prorated 
     for the balance of that Director Year.  In the event a Director 
     voluntarily resigns from the Board during a Director Year, (i) the 
     Director shall return to the Company any cash payment covering the 
     prorated portion of the Annual Retainer for the balance of that Director 
     Year, (ii) any Stock Units awarded, and any Fees credited to the 
     Deferred Account, in respect of the prorated portion of the Annual 
     Retainer for the balance of that Director Year shall be forfeited.  No 
     return of any portion of the Annual Retainer shall be required in the 
     event a Director leaves the Board as the result of retirement, 
     incapacity or death.

     6.  CONVERSION OF PRIOR AWARDS. As of the Effective Date, all Company 
Restricted Stock and all Alliant Restricted Stock outstanding under the Prior 
Plans which is held by Directors who are not Canadian Directors shall be 
cancelled.  Each Director who, immediately prior to the Effective Date, holds 
Company Restricted Stock or Alliant Restricted Stock, which shall be 
cancelled in accordance with the immediately preceding sentence, shall 
receive, in consideration for such cancellation, an Award of Stock Units with 
respect to the number of shares of Stock equal to the sum of (i) number of 
such Director's cancelled Company Restricted Stock and (ii) the total value, 
as of the Effective Date, of the stock underlying such Director's Alliant 
Restricted Stock divided by the Fair Market Value per share of Stock on the 
Effective Date.  Prior to the Effective Date (but in no event later than the 
tenth day preceding the Effective Date), each Director may elect to cancel, 
as of the Effective Date, all or a portion of such Director's Fees then held 
in the Director's deferred compensation account under the Prior Plans in 
exchange for an Award of Stock Units with respect to the number of shares of 
Stock equal to the amount so cancelled divided by the Fair Market Value per 
share of Stock on the Effective Date.  Any such election shall be irrevocable.

     7.  DIVIDEND EQUIVALENT RIGHTS.  Outstanding Stock Units shall be 
credited with Dividend Equivalent Rights based upon dividends paid on 
outstanding shares of Stock between the date such Stock Units are granted and 
the date of payment in respect of such Stock Units.  Such Dividend Equivalent 
Rights, once credited, shall be converted into an equivalent number of Stock 
Units (including fractional Stock Units).  If a dividend is paid in cash, 
each Director shall be credited, as of each dividend payment date, in 
accordance with the following formula: 

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(A x B)/C 

in which "A" equals the number of Stock Units held by the Director on the 
dividend payment date, "B" equals the cash dividend per share and "C" equals 
the Fair Market Value per share of Stock on the dividend payment date.  If a 
dividend is paid in property other than cash, Dividend Equivalent Rights 
shall be credited, as of the dividend payment date, in accordance with the 
formula set forth above, except that "B" shall equal the fair market value 
per share of the property which the Director would have received in respect 
of the number of shares of Stock equal to the number of Stock Units held by 
the Director as of the dividend payment date, had such shares been owned as 
of the record date for such dividend.

     8.  TIME OF PAYMENT.  Unless otherwise provided herein, all payments in 
respect of a Director's Stock Units and in settlement of a Director's 
Deferred Account shall be made as soon as practicable after the earlier of:

          (I)  the occurrence of a Change in Control; and

          (II) the Termination Date;

provided, however, that no payment in respect of a Canadian Director's Stock 
Units and in settlement of a Canadian Director's Deferred Account shall be made 
prior to such Canadian Director's Termination Date.

     9.  FORM OF PAYMENT.

          (a) Except as described in Section 9 (c), payment in respect of 
     Stock Units shall be made in Stock. 

          (b) Payment in settlement of the Director's Deferred Account shall 
     be made in cash.

          (c) Any payment made upon an occurrence of a Change in Control, 
     whether in respect of Stock Units or in settlement of the Deferred 
     Account (including Stock Units of Deferred Accounts with respect to 
     which one or more installment payments have previously been made), shall 
     be made in a single lump sum cash payment.   For purposes of the 
     preceding sentence, the amount of cash delivered in full or partial 
     payment of Stock Units shall equal the Change in Control Price of the 
     number of shares of Stock relating to the Stock Units with respect to 
     which such cash payment is being made.

          (d)  Except as described in sections 9(c) or 17, payments with 
     respect to Stock Units or in settlement of Deferred Accounts shall be 
     paid in annual installments over a specified period of time or in a lump 
     sum, all at such time and 

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     over such period as the Director may elect and subject to change from time
     to time; provided however, that unless determined otherwise by the 
     Committee, no such election, change or revocation will be given effect if 
     it is made less than one year in advance of the Director's Termination 
     Date; and, provided, further that any payment with respect to a Canadian 
     Director's Stock Units or in settlement of a Canadian Director's Deferred 
     Accounts shall be made in a single lump sum as soon as practicable after, 
     and in any case in the same calendar year as, the Termination Date.

          (e) The Company shall not issue fractions of shares.  Whenever 
     under the terms of the Plan, a fractional share would otherwise be 
     required to be issued, the Director shall be paid in cash for such 
     fractional share.

     10.  STATEMENT OF ACCOUNT.  Each director shall receive an annual 
statement showing the number of Stock Units that have been awarded to the 
director under the Plan.

     11.  CHANGE IN CAPITAL STRUCTURE.  In the event of any change in the 
Stock by reason of any stock dividend, split, combination of shares, exchange 
of shares, warrants or rights offering to purchase Stock at a price below its 
fair market value, reclassification, recapitalization, merger, consolidation 
or other change in capitalization, appropriate adjustment shall be made by 
the Committee  in the number and kind of shares subject to the Plan and any 
other relevant provisions of the Plan, whose determination shall be binding 
and conclusive on all persons.

     12.  NONTRANSFERABILITY.  Unless determined otherwise by the Committee, 
Stock Units shall not be transferable by a Director except by will or the laws 
of descent and distribution.

     13.  RIGHTS.  Except to the extent otherwise set forth herein, the 
Directors shall not have any of the rights of a stockholder with respect to 
the Stock Units.

     14.  ADMINISTRATION OF THE PLAN.  The Plan shall be administered by the 
Committee.  The Committee shall have full power, discretion and authority to 
interpret and administer the Plan, except that the Committee shall have no 
power to (a) determine the eligibility for Awards or the number of Stock 
Units or timing or value of Awards to be granted to any Director, or (b) take 
any action specifically delegated to the Board under the Plan.  The 
Committee's interpretations and actions shall, except as otherwise determined 
by the Board, be final, conclusive and binding on all persons for all 
purposes.

     15.  AMENDMENT OR TERMINATION OF THE PLAN.  The Board may, at any time, 
amend or terminate the Plan; but no amendment or termination shall, without 
the written consent of a Director, reduce the Director's rights under 
previously granted Awards or with respect to any Fees previously earned.

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     16.  NO RIGHT TO RENOMINATION.  Nothing in the Plan or in any Award 
shall confer upon any Director the right to be nominated for reelection to the 
Board.

     17.  PAYMENTS UPON DEATH. In the event of a Director's death, payments 
with respect to any Stock Units or in settlement of any Deferred Account 
(including Stock Units or Deferred Account with respect to which one or more 
installment payments have previously been made) shall be made in a single 
lump sum  payment (in Stock with respect to the Stock Units and in cash with 
respect to the Deferred Account) to the beneficiary designated by the 
Director (which beneficiary, for any Canadian Director, must be a relative or 
a dependent of the Canadian Director), or in the absence of an executed 
beneficiary form, to the person legally entitled thereto, as designated under 
his or her will, or to such heirs as determined under the laws of intestacy 
for the state of his or her domicile. 

     18.  GOVERNING LAW.  The Plan and all actions taken thereunder shall be 
governed by and construed in accordance with the laws of the State of 
Minnesota.