Acquisition

General Electric Company
23 October 2000



GENERAL ELECTRIC TO ACQUIRE HONEYWELL IN A TAX-FREE MERGER FOR $45 BILLION

Honeywell Shareowners to Receive GE Stock

Jack Welch to Continue as GE Chairman until End of 2001


New York City - October 22, 2000 - The General Electric Company (NYSE: GE) and
Honeywell (NYSE: HON) today announced that GE has agreed to acquire Honeywell
in a tax-free merger valued at $45 billion dollars, plus assumed debt.  As
part of this definitive agreement, Honeywell shareowners will receive 1.055
shares of GE stock in exchange for one share of Honeywell.  Along with other
customary deal protections, GE will receive an option for 19.9% of Honeywell's
outstanding stock.

The announcements were made today by John F. Welch, Chairman and CEO of GE,
and Michael R. Bonsignore, Chairman and CEO of Honeywell.  Mr. Bonsignore will
become a member of the GE Board of Directors.  Two additional Honeywell
directors will join Bonsignore on the GE Board.

The Boards of Directors of both companies have approved the merger agreement,
which is subject to regulatory approval and the approval of Honeywell
shareowners.  The merger is expected to be completed in early 2001.

'Honeywell's core group of businesses - Avionics, Automated Controls,
Performance Materials and its new microturbine technology - are a perfect
complement to four of GE's major businesses,' Mr. Welch said.  'Not only are
the businesses a perfect fit, but so are the people and processes.  GE's
operating system and social architecture, coupled with a both companies'
common culture based on the initiatives of Six Sigma, Services, Globalization
and e-Business are also a perfect fit.'

Said Mr. Bonsignore: 'This transaction preserves and strengthens the Honeywell
brand worldwide while providing superior value to our shareowners, customers
and employees.  Honeywell's rich global heritage of technology and innovation
will be substantially enhanced as part of GE.   I look forward to working with
Jack Welch as a member of the GE board to ensure a seamless transition and to
make a continuing contribution to one of the world's greatest companies.'

Mr. Welch will stay on as Chairman and CEO of GE until the end of 2001,
through the Honeywell transition.

Silas S. Cathcart, the longest-serving GE director and chairman of GE's
Management Development and Compensation Committee, said 'We have three
objectives: to make the largest acquisition in GE's history when the time is
right; to proceed on schedule with succession actions to name a Chairman-elect
before year end; and to use Jack Welch's vast experience for several more
months to ensure that this, our largest acquisition, is also our most
successful.'

GE expects to account for the Honeywell acquisition as a pooling of interests.
Operations are expected to have double-digit accretion to the company's
earnings per share in the first full year, excluding any one-time charges.

GE will use the 'GE-Honeywell' brand name in some key product lines.

GE, with anticipated 2000 revenues of $130 billion, is a diversified
technology, services and manufacturing company with a commitment to achieving
customer success and worldwide leadership in each of its businesses.  GE
operates in more than 100 countries and employs 340,000 people worldwide.

Honeywell is a $25-billion diversified technology and manufacturing leader,
serving customers worldwide with avionic products and services; control
technologies for buildings, homes and industry; automotive products; power
generation systems; speciality chemicals; fibers; plastics; and electronic and
advanced materials.  Honeywell employs approximately 120,000 people in 95
countries.

Caution Concerning Forward-Looking Statements This document includes certain
'forward-looking statements' within the meaning of the Private Securities
Litigation Reform Act of 1995.  These statements are based on management's
current expectations and are subject to uncertainty and changes in
circumstances.  Actual results may differ materially from these expectations
due to changes in global economic, business, competitive market and regulatory
factors or failure of the transaction described to be completed for any
reason.  More detailed information about those factors is contained in GE's
and Honeywell's filings with the Securities and Exchange Commission.

Honeywell will be filing a proxy statement and other relevant documents
concerning the proposed transaction with the SEC.  INVESTORS ARE URGED TO READ
THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE
PROPOSED TRANSACTION.  Investors will be able to obtain the documents free of
charge at the SEC's website (www.sec.gov).  In addition, documents filed with
the SEC by Honeywell may be obtained free of charge by contacting Honeywell
International Inc., 101 Colombia Road, Morristown, New Jersey 07962,
Attention: Investor Relations (tel: [phone]).  INVESTORS SHOULD READ THE
PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION.

Honeywell and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Honeywell stockholders.  The
directors and executive officers of Honeywell include: Hans W. Becherer,
Gordon M. Bethune, Michael R. Bonsignore, Marshall N. Carter, Jaime Chico
Pardo, Giannantonio Ferrari, Ann M. Fudge, James J. Howard, Barry C. Johnson,
Robert D. Johnson, Bruce Karatz, Peter M. Kreindler, Robert P. Luciano,
Russell E. Palmer, James T. Porter, Ivan G. Seidenberg, John R. Stafford,
Richard F. Wallman and Michael W. Wright.  Collectively, as of September 30,
2000, the directors and executive officers of Honeywell beneficially owned
approximately 0.9% of the outstanding shares of the company's common stock.
Stockholders may obtain additional information regarding the interests of such
participants by reading the joint proxy statement/prospectus when it becomes
available.

Media Contacts:

Gary Sheffer, GE, 212/664-5823 or 6268; 203/373-3871; 203/253-9299

Tom Crane, Honeywell 973-455-4732