Honeywell to Acquire Remaining Stake in UOP LLC Joint Venture; Acquisition Will Enhance Product and Service Offerings Of Honeywell's Specialty Materials Portfolio

The transaction, which is subject to regulatory approval, isexpected to close in the fourth quarter of 2005. Honeywell will pay$825 million for Dow's stake in UOP, with an adjustment for cash andoutstanding debt in the venture at closing.

"UOP is an established technology supplier to the refining andpetrochemical industries worldwide and is playing a key role inmeeting the world's increasing demand for energy," said HoneywellChairman and Chief Executive Officer Dave Cote. "The acquisition ofUOP represents another significant transforming step for our SpecialtyMaterials portfolio and is one more example of Honeywell's commitmentto investing in innovative and productive solutions that meet globalneeds."

UOP is a leading international supplier and licensor of processtechnology, catalysts, process plants and consulting services to thepetroleum refining, petrochemical and gas processing industries. UOP,which had 2004 annual revenues of $1.2 billion, will become part ofHoneywell's Specialty Materials portfolio of businesses.

"For more than 90 years, UOP has been recognized as a world leaderin technology and innovation," said Nance Dicciani, president and CEOof Honeywell Specialty Materials. "UOP is well positioned for growthas the world looks to enhance refining, petrochemical and natural gascapacities to meet increasing energy and feedstock demands. We arepleased to be adding such a great business to Honeywell SpecialtyMaterials."

UOP is headquartered in Des Plaines, IL and has approximately3,000 employees worldwide and eight manufacturing facilitiesthroughout Europe, Asia and North America. UOP's technologies aremainly used in oil-derived products and chemicals, as well as themanufacture of plastics, detergents and fibers. UOP also producescatalysts, alumina adsorbents used to purify gas and molecular sievesused to dry air. Roughly half of the world's biodegradable detergentsare produced with UOP technologies.

The acquisition of UOP is part of Honeywell's growth strategy forits Specialty Materials business. Over the past three years, SpecialtyMaterials has focused on investment in select growth platformtechnologies, including fluorines, electronic materials and advancedfibers and composites. As part of this strategy, Specialty Materialshas divested more than 10 non-core businesses, including a pendingagreement to sell its U.S. nylon carpet fiber business. With theaddition of UOP and the pending divestiture of the nylon fiberbusiness, Honeywell expects Specialty Materials to have annualrevenues of more than $4 billion in 2006.

Honeywell International is a $26 billion diversified technologyand manufacturing leader, serving customers worldwide with aerospaceproducts and services; control technologies for buildings, homes andindustry; automotive products; turbochargers; and specialty materials.Based in Morris Township, N.J., Honeywell's shares are traded on theNew York, London, Chicago and Pacific Stock Exchanges. It is one ofthe 30 stocks that make up the Dow Jones Industrial Average and isalso a component of the Standard & Poor's 500 Index. For additionalinformation, please visit www.honeywell.com.

Honeywell Specialty Materials, based in Morristown, N.J., is aglobal leader in providing customers with high-performance specialtymaterials, including fluorocarbons, specialty films and additives,advanced fibers and composites, customized research chemicals, andelectronic materials and chemicals.

This release contains forward-looking statements as defined inSection 21E of the Securities Exchange Act of 1934, includingstatements about future business operations, financial performance andmarket conditions. Such forward-looking statements involve risks anduncertainties inherent in business forecasts as further described inour filings under the Securities Exchange Act.