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doj seal U. S. Department of Justice

Antitrust Division
   City Center Building
1401 H Street, NW
Washington, DC 20530

March 9, 2000

BY HAND

The Honorable Paul L. Friedman
United States District Judge
District of Columbia
333 Constitution Avenue, NW
Room 6321
Washington, DC 20001

 Re: Comments on Proposed Final Judgment in United States v. AlliedSignal Inc. and Honeywell Inc., No. 1:99 CV 002959 (PLF) (D.D.C. November 8, 1999)

Dear Judge Friedman:

Enclosed for your consideration is a courtesy copy of the United States' Certificate of Compliance With Provisions of the Antitrust Procedures and Penalties Act filed with the Court today. The Certificate of Compliance sets forth the steps that the parties have taken to comply with the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16 ("APPA"). The Antitrust Division of the United States Department of Justice has notified the public of the proposed Final Judgment and Competitive Impact Statement by publication in the Federal Register and an appropriate newspaper of general circulation in Washington, D.C. The Antitrust Division has responded to the five written comments that were elicited by that public notice (Certificate of Compliance, ¶ 8 and Exhibits 3 through 5). The comments and the United States' responses will be published in the Federal Register on or before March 31, 2000.

The Hold Separate Stipulation and Order in this case provides that the Court is free to determine whether entry of the proposed Final Judgment would be in the public interest once the Certificate of Compliance is filed. For the reasons set forth in its Competitive Impact Statement and in its Certificate of Compliance, the United States strongly believes that the proposed Final Judgment is in the public interest and urges the Court to enter it as expeditiously as possible. Pursuant to Section IV(A) of the Court's Hold Separate Stipulation and Order, the Court need not conduct any further proceedings before concluding that the proposed Final Judgment is in the public interest and entering it.

    Sincerely yours,


  Michael K. Hammaker
Counsel for the United States

Enclosure

cc:

William J. Kolasky, Esq.
C. Benjamin Crisman, Jr., Esq.
Counsel for Defendants