SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K



                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): August 24, 1998


                         UNITED TECHNOLOGIES CORPORATION
             (exact name of registrant as specified in its charter)



             Delaware                                      06-0570975
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)


                United Technologies Building, One Financial Plaza
                           Hartford, Connecticut 06101
          (Address of principal executive offices, including Zip Code)

               Registrant's telephone number, including area code
                                 (860) 728-7000

                                       N/A

          (Former name or former address, if changed since last report)






                                        2

Item 5.  Other Events

         Attached and incorporated herein by reference are the following
documents with respect to the issuance and sale from time to time by United
Technologies Corporation (the "Company") of up to $471,050,000 aggregate
principal amount of its Medium-Term Notes, Series B, Due from Nine Months to
Thirty Years from Date of Issue (the "Medium-Term Notes"): (i) Exhibit 4, the
Company's specimen Fixed Rate, Floating Rate, Single Indexed Fixed Rate, and
Single Indexed Floating Rate notes (the "Notes"), and (ii) Exhibit 8, the
Opinion of Shearman & Sterling as to certain federal income tax matters with
respect to the Medium-Term Notes.


Item 7(c).        Exhibits.

         The following are annexed as Exhibit:


Exhibit
Number                Description

   4(i)               Specimen fixed rate Medium-Term Note, Series B Due
                      from Nine Months to Thirty Years from Date of Issue.

   4(ii)              Specimen floating rate Medium-Term Note, Series B Due
                      from Nine Months to Thirty Years from Date of Issue.

   4(iii)             Specimen single-indexed fixed rate Medium-Term Note,
                      Series B Due from Nine Months to Thirty Years from
                      Date of Issue.

   4(iv)              Specimen single-indexed floating rate Medium-Term
                      Note, Series B Due from Nine Months to Thirty Years
                      from Date of Issue.

   8                  Opinion of Shearman & Sterling as to certain federal 
                      income tax matters with respect to the Medium-Term Notes.






                                        3

                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              UNITED TECHNOLOGIES CORPORATION
                                              (Registrant)



Date: August 28, 1998                         By:  /s/ William H. Trachsel
                                                  ----------------------------







                                        4

                                INDEX TO EXHIBITS



Exhibit
Number               Description

  4(i)               Specimen fixed rate Medium-Term Note, Series B Due
                     from Nine Months to Thirty Years from Date of Issue.

  4(ii)              Specimen floating rate Medium-Term Note, Series B Due
                     from Nine Months to Thirty Years from Date of Issue.

  4(iii)             Specimen single-indexed fixed rate Medium-Term Note,
                     Series B Due from Nine Months to Thirty Years from
                     Date of Issue.

  4(iv)              Specimen single-indexed floating rate Medium-Term
                     Note, Series B Due from Nine Months to Thirty Years
                     from Date of Issue.

  8                  Opinion of Shearman & Sterling as to certain federal 
                     income tax matters with respect to the Medium-Term Notes.

CUSIP NO.                                                       PRINCIPAL AMOUNT
Registered
No. FX-


                         UNITED TECHNOLOGIES CORPORATION
                           MEDIUM-TERM NOTE, SERIES B
                                  (FIXED RATE)

             Due from Nine Months to Thirty Years from Date of Issue

        If the  registered  owner of this Security (as  indicated  below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository, this
Security is a Global  Security and the following  legend is  applicable:  Unless
this certificate is presented by an authorized  representative of The Depository
Trust Company (55 Water Street,  New York,  New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered  in the name of CEDE & CO.,  or such  other name as  requested  by an
authorized  representative  of The Depository Trust Company,  and any payment is
made to CEDE & CO.,  ANY  TRANSFER,  PLEDGE  OR OTHER  USE  HEREOF  FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  since the  registered  owner  hereof,
CEDE & CO., has an interest herein.

IF  APPLICABLE,  THE "TOTAL  AMOUNT OF OID," "YIELD TO  MATURITY,"  AND "INITIAL
ACCRUAL  PERIOD  OID"  (COMPUTED  UNDER THE  APPROXIMATE  METHOD)  BELOW WILL BE
COMPLETED  SOLELY FOR THE PURPOSES OF APPLYING  THE FEDERAL  INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.

                                   ISSUE PRICE:

                           ORIGINAL ISSUE DATE:

                          STATED MATURITY DATE:

                      AUTHORIZED DENOMINATIONS:

                                 INTEREST RATE:

                        INTEREST PAYMENT DATES:

                          REGULAR RECORD DATES:

                           TOTAL AMOUNT OF OID:

                             YIELD TO MATURITY:





                    INITIAL ACCRUAL PERIOD OID:

                                  SINKING FUND:

                            SPECIFIED CURRENCY:

                           EXCHANGE RATE AGENT:

                  OPTION TO RECEIVE PAYMENTS IN
                            SPECIFIED CURRENCY:           |_| YES      |_| NO

                           OPTIONAL REDEMPTION:           |_| YES      |_| NO

                       INITIAL REDEMPTION DATE:

                     OPTION TO ELECT REPAYMENT:           |_| YES      |_| NO

                      OPTIONAL REPAYMENT DATES:

                     OPTIONAL REPAYMENT PRICES:

                  OPTIONAL INTEREST RATE RESET:           |_| YES      |_| NO

                          OPTIONAL RESET DATES:

               OPTIONAL EXTENSIONS OF MATURITY:           |_| YES      |_| NO

                    LENGTH OF EXTENSION PERIOD:

                   NUMBER OF EXTENSION PERIODS:

                           FINAL MATURITY DATE:

                                    DEPOSITORY:

                                    DEFEASANCE:           |_| YES      |_| NO


                                        2





                           COVENANT DEFEASANCE:           |_| YES      |_| NO

                              OTHER PROVISIONS:

        IF APPLICABLE AS DESCRIBED  ABOVE,  THE REDEMPTION PRICE SHALL INITIALLY
BE ___% OF THE  PRINCIPAL  AMOUNT OF THIS  SECURITY  AND SHALL  DECLINE  AT EACH
ANNIVERSARY (EACH SUCH DATE, A "REDEMPTION DATE") OF THE INITIAL REDEMPTION DATE
BY % OF  SUCH  PRINCIPAL  AMOUNT  UNTIL  THE  REDEMPTION  PRICE  IS 100% OF SUCH
PRINCIPAL  AMOUNT;  PROVIDED,  HOWEVER,  THAT,  IF THIS  SECURITY  IS A DISCOUNT
SECURITY,  THE REDEMPTION  PRICE SHALL BE THE AMORTIZED FACE AMOUNT AS DESCRIBED
ON THE REVERSE HEREOF.  A DISCOUNT  SECURITY IS ANY SECURITY FOR WHICH THE TOTAL
AMOUNT OF OID SPECIFIED ABOVE IS GREATER THAN ZERO.

        UNITED TECHNOLOGIES  CORPORATION,  a Delaware corporation (herein called
the "Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to_________
________________________________________________________________________________
or registered assigns, the principal sum of_____________________________________
on the Stated  Maturity  Date  shown  above and to pay  interest  thereon at the
Interest  Rate shown above from the Original  Issue Date shown above or from the
most  recent  Interest  Payment  Date to which  interest  has been  paid or duly
provided  for,  semi-annually  on June 15 and  December 15 of each year (each an
"Interest  Payment Date") (unless other Interest  Payment Dates are specified on
the face hereof until the principal hereof is paid or made available for payment
and at Maturity;  provided, however, that any payment of principal (and premium,
if any) or  interest  to be made on any  Interest  Payment  Date or on a date of
Maturity  that is not a  Business  Day  shall  be made  on the  next  succeeding
Business Day with the same force and effect as it made on the  Interest  Payment
Date or at Maturity, as the case may be, and no additional interest shall accrue
as a result of such delayed  payment.  For purposes of this Security,  "Business
Day"  means any day,  other than a  Saturday  or Sunday,  that meets each of the
following  applicable  requirements:  the day is (a) not a day on which  banking
institutions are authorized or required by law or regulation to be closed in The
City of New  York  and (b) if the  Specified  Currency  shown  above is not U.S.
dollars,  (i) not a day on which banking institutions are authorized or required
by law or regulation to close in the financial center of the country issuing the
Specified  Currency  (which,  in the case of European  Currency Units,  shall be
Brussels,  Belgium)  and  (ii) a day  on  which  banking  institutions  in  such
financial center are carrying out transactions in such Specified Currency.

        The interest so payable,  and  punctually  paid or duly provided for, on
any Interest  Payment Date will, as provided in such  Indenture,  be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered  at the  close  of  business  on the  Regular  Record  Date  for such
interest,  which shall be the May 31 or November 30 (unless other Regular Record
Dates are specified on the face hereof)  (whether or not a Business Day), as the
case may be, next preceding


                                        3





such Interest Payment Date; provided,  however,  that, in the case of a Security
originally issued between a Regular Record Date and the initial Interest Payment
Date  relating  to such  Security,  interest  for the  period  beginning  on the
Original  Issue Date and ending on such initial  Interest  Payment Date shall be
paid on such initial  Interest  Payment Date to the Person to whom such Security
shall have been originally  issued;  provided,  further,  that, in the case of a
Global Security  originally issued between a Regular Record Date and the initial
Interest  Payment  Date  relating  to such  Security,  interest  for the  period
beginning on the Original Issue Date and ending on such initial Interest Payment
Date shall be paid on the Interest  Payment Date  following the next  succeeding
Regular Record Date to the  registered  Holder on such next  succeeding  Regular
Record Date. Any such interest not so punctually  paid or duly provided for will
forthwith  cease to be payable to the Holder on such Regular Record Date and may
either  be paid to the  Person  in  whose  name  this  Security  (or one or more
Predecessor  Securities)  is  registered  at the close of  business on a Special
Record  Date  for the  payment  of such  Defaulted  Interest  to be fixed by the
Trustee,  notice  whereof shall be given to Holders of Securities of this series
not less than ten days prior to such Special Record Date, or be paid at any time
in any other lawful manner, all as more fully provided in said Indenture.

        All payments in respect of this  Security  will be made in U.S.  dollars
regardless of the Specified  Currency shown above unless the Holder hereof makes
the election  described  below.  If the Specified  Currency shown above is other
than U.S. dollars, the Company or its agent will arrange to convert all payments
in respect  hereof  into U.S.  dollars in the manner  described  on the  reverse
hereof;  provided,  however,  that the Holder hereof may, if so indicated above,
elect to receive  all  payments  in such  Specified  Currency  by  delivery of a
written request to the Company's  co-paying agent (the "Co-Paying Agent") in The
City of New York,  which must be received by the Co-Paying  Agent on or prior to
the applicable  record date or at least fifteen calendar days prior to Maturity,
as the case may be;  provided,  further,  that,  if the Holder of this  Security
elects to receive all such payments in a Specified  Currency that is replaced by
a single  European  currency  (expected  to be named the  euro),  the  amount of
principal of, premium,  if any, or interest payable on any Security  denominated
in such  currency  shall be determined  in the new single  European  currency in
conformity with legally applicable  measures taken pursuant to, or by virtue of,
the treaty  establishing  the  European  Community,  as amended by the treaty on
European Union.  Such election will remain in effect unless and until changed by
written  notice to the Co-Paying  Agent,  but the  Co-Paying  Agent must receive
written notice of any such change on or prior to the  applicable  record date or
at least fifteen calendar days prior to Maturity,  as the case may be. Until the
Securities are paid or payment therefor is provided for, the Company will at all
times  maintain a Co-Paying  Agent in The City of New York capable of performing
the duties  described herein to be performed by the Co-Paying Agent. The Company
has appointed  State Street Bank and Trust Company,  N.A., New York, New York as
Co-Paying  Agent. If the Company  determines that the Specified  Currency is not
available  for making  payments  in  respect  hereof  due to the  imposition  of
exchange controls or other circumstances  beyond the Company's control, or is no
longer used by the  government  of the country  issuing such currency or for the
settlement of transaction by public  institutions of or within the international
community, then the Holder hereof may not so elect to receive payments in the


                                        4





Specified  Currency and any such  outstanding  election  shall be  automatically
suspended,  until the Company  determines  that the Specified  Currency is again
available for making such payments.

        In the event of an official  redenomination  of the  Specified  Currency
shown  above,  the  obligations  of the Company with respect to payments on this
Security   shall,   in  all  cases,   be  deemed   immediately   following  such
redenomination  to provide for payment of that amount of redenominated  currency
representing   the  amount  of  such   obligations   immediately   before   such
redenomination.  In no event shall any  adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above  relative to any other  currency  due solely to  fluctuations  in exchange
rates.

        Unless  otherwise  shown  above,  payment of interest  on this  Security
(other  than at  Maturity)  will be made by  check  (from an  account  at a bank
outside the United States if such check is payable in a currency other than U.S.
dollars)  mailed to the  registered  address  of the  Person  entitled  thereto;
provided that, if the Holder hereof is the Holder of U.S. $10,000,000 or more in
aggregate  principal  amount  of  Securities  of like  tenor  and  term  (or the
equivalent thereof in a Specified Currency other than U.S. dollars determined as
provided  on the  reverse  hereof),  such  interest  payments  will  be  made in
immediately  available  funds,  but only if appropriate  instructions  have been
received in writing by the Co-Paying Agent on or prior to the applicable  record
date.  Simultaneously with any election by the Holder hereof to receive payments
in respect hereof in the Specified Currency (if other than U.S.  dollars),  such
Holder may, if applicable,  provide  appropriate  instructions  to the Co-Paying
Agent,  and all such payments will be made in immediately  available funds to an
account  maintained by the payee with a bank located  outside the United States.
Unless otherwise specified above, the principal hereof (and premium, if any) and
interest  hereon  payable at Maturity  will be paid to the Holder on the date of
Maturity in immediately available funds (payable to an account maintained by the
payee with a bank  located  outside the United  States if payable in a Specified
Currency other than U.S.  dollars) upon surrender of this Security at the office
of the Co-Paying Agent  maintained for that purpose in The City and State of New
York (or at such other location as may be specified  above),  provided that this
Security is presented to the Co-Paying  Agent in time for the Co-Paying Agent to
make such payments in accordance  with its normal  procedures.  The Company will
pay any administrative costs imposed by banks in connection with making payments
in immediately  available funds, but any tax,  assessment or governmental charge
imposed upon payments will be borne by the Holders of the  Securities in respect
of which such payments are made.

        Interest on this  Security,  if any,  will be computed on the basis of a
360-day year of twelve 30-day months.

        If the  registered  owner of this Security (as  indicated  above) is the
Depository or a nominee of the  Depository,  this Security is a Global  Security
and the  following  legend is  applicable  except as  specified  on the  reverse
hereof:  THIS GLOBAL  SECURITY MAY NOT BE  TRANSFERRED  EXCEPT AS A WHOLE BY THE
DEPOSITORY  OR BY A NOMINEE  OF THE  DEPOSITORY  TO THE  DEPOSITORY  OR  ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE


                                        5





DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE  DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR.

        REFERENCE IS HEREBY MADE TO THE FURTHER  PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE  HEREOF,  WHICH FURTHER  PROVISIONS  SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

        Unless the certificate of authentication hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

        IN WITNESS  WHEREOF,  the Company has caused this  instrument to be duly
executed under its corporate seal.

Dated:

UNITED TECHNOLOGIES CORPORATION


By:
   ------------------------------------
        Vice President, Treasurer

Attest:
       --------------------------------
       Secretary

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Securities of the series designated  therein referred
to in the within-mentioned Indenture.


STATE STREET BANK AND TRUST COMPANY
As Trustee



By:
   ------------------------------------
        Authorized Officer


                                        6





                              [Reverse of Security]

                         UNITED TECHNOLOGIES CORPORATION
                           MEDIUM-TERM NOTES, SERIES B

        Section 1. General.  This Security is one of a duly authorized  issue of
securities of the Company  (herein  called the  "Securities"),  issued and to be
issued in one or more series under an  Indenture,  dated as of April 1, 1990, as
it may be  supplemented  from  time to time  (herein  called  the  "Indenture"),
between the Company and State Street Bank and Trust Company (as successor to The
Connecticut National Bank), as Trustee (herein called the "Trustee",  which term
includes any successor trustee under the Indenture with respect to the series of
which  this  Security  is  a  part),  to  which  Indenture  and  all  indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the  Holders of the  Securities  and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series set forth on the face hereof,  unlimited  in  aggregate  principal
amount.

        Section  2.  Payments.  If the  Specified  Currency  is other  than U.S.
dollars, the amount of any U.S. dollar payment to be made in respect hereof will
be  determined  by the  Exchange  Rate Agent  specified  on the face hereof or a
successor thereto (the "Exchange Rate Agent") based on the indicative  quotation
in The City of New York selected by such  Exchange  Rate Agent at  approximately
11:00  a.m.,  New York City  time,  on the second  Business  Day  preceding  the
applicable  payment  date that yields the largest  number of U.S.  dollars  upon
conversion of the Specified Currency. Such selection shall be made, as specified
on the face hereof,  from among the  quotations  from three  recognized  foreign
exchange dealers in The City of New York selected by the Exchange Rate Agent and
approved by the Company  (one of which may be the  Exchange  Rate Agent) for the
purchase by the quoting  dealer,  for  settlement  on such payment  date, of the
Specified  Currency for U.S.  dollars.  If no such bid quotations are available,
payments will be made in the Specified  Currency unless such Specified  Currency
is unavailable as provided below.

        If the Specified  Currency is other than U.S.  dollars and the Specified
Currency is unavailable  due to the imposition of exchange  controls or to other
circumstances beyond the Company's control, the Company will be entitled to make
payments in U.S. dollars on the basis of the noon buying rate in The City of New
York for cable  transfers in the  Specified  Currency as  certified  for customs
purposes by the Federal  Reserve Bank of New York (the "Market  Exchange  Rate")
for such Specified  Currency on the second  Business Day prior to the applicable
payment date. In the event such Market Exchange Rate is not then available,  the
Company will be entitled to make payments in U.S.  dollars (i) if such Specified
Currency  is not a  composite  currency,  on the  basis  of  the  most  recently
available  Market  Exchange  Rate for such  Specified  Currency  or (ii) if such
Specified  Currency  is a composite  currency,  in an amount  determined  by the
Exchange  Rate Agent to be the sum of the results  obtained by  multiplying  the
number of units of each component currency of such composite currency, as of the
most  recent  date on which  such  composite  currency  was used,  by the Market
Exchange Rate for such  component  currency on the second  Business Day prior to
such


                                        7





payment date (or if such Market Exchange Rate is not then available, by the most
recently available Market Exchange Rate for such component  currency).  From the
start of the third stage of European  Economic and Monetary  Union,  payments on
this Security that are required to be made in ECU will be payable in euro at the
rate of one euro for one ECU, and the  provisions  discussed  in this  paragraph
will not result in payment in U.S.  dollars in such  circumstances  unless euros
are no longer used in the European Monetary System.

        All  currency  exchange  costs will be borne by the  Company  unless the
Holder of this  Security  has made an  election  to receive  all  payments  in a
Specified  Currency  other than U.S.  dollars.  In that case, the Holder of this
Security  shall bear its pro rata portion of currency  exchange  costs,  if any,
with all other electing Holders by deductions from payments otherwise due.

        Each payment of interest hereon shall include  interest  accrued through
the day before the Interest Payment Date or Maturity, as the case may be.

        References  herein  to  "U.S.  dollars"  or  "U.S.$"  or "$"  are to the
currency of the United States of America.

        Section 3. Redemption.  If so specified on the face hereof,  the Company
may at its option  redeem this Security in whole or from time to time in part on
or after the date  designated as the Initial  Redemption Date on the face hereof
at prices  declining  from a specified  premium,  if any, to par  together  with
accrued interest to the Redemption Date. The Company may exercise such option by
causing  the  Trustee to mail,  first class  postage  prepaid,  a notice of such
redemption at least 30 but not more than 60 days prior to the  Redemption  Date,
setting forth the applicable  redemption  price,  Redemption Date, and principal
amount of this  Security  to be  redeemed.  In the event of  redemption  of this
Security in part only, a new Security or Securities for the  unredeemed  portion
hereof  shall be issued in the name of the Holder  hereof upon the  cancellation
hereof.  If less than all of the  Securities  with like  tenor and terms to this
Security are to be redeemed,  the Securities to be redeemed shall be selected by
the Trustee by such method as the Trustee shall deem fair and appropriate.

        Section 4. Optional Repayment.  If so specified on the face hereof, this
Security  will be repayable  prior to the Stated  Maturity Date at the option of
the  Holder on the  Optional  Repayment  Dates  shown on the face  hereof at the
Optional  Repayment  Prices  shown  on the face  hereof  together  with  accrued
interest to the applicable  Optional  Repayment Date. In order for this Security
to be repaid,  the  Company  must  receive at least 30 but not more than 45 days
prior to an Optional  Repayment  Date this Security with the form below entitled
"Option to Elect  Repayment"  duly  completed.  Any tender of this  Security for
repayment shall be irrevocable, except as otherwise provided in Sections 5 and 6
hereof. The repayment option may be exercised by the Holder of this Security for
less  than  the  entire  principal  amount  of the  Security  provided  that the
principal  amount of the Security  remaining  outstanding  after repayment is an
authorized  denomination.  Upon such partial  repayment,  this Security shall be
cancelled and a new Security or Securities  for the remaining  principal  amount
hereof shall be issued in the name of the Holder of this Security.


                                        8





        Section 5. Optional  Interest Reset. If so specified on the face hereof,
the  interest  rate on this  Security may be reset by the Company on the date or
dates specified on the face hereof (each an "Optional Reset Date").  The Company
may exercise  such option with respect to this Security by notifying the Trustee
of such  exercise  at least 50 but not more than 60 days  prior to the  Optional
Reset Date for this  Security.  Not later  than 40 days  prior to each  Optional
Reset Date,  the Trustee will mail to the Holder of this  Security a notice (the
"Reset Notice"),  first class postage prepaid, setting forth (i) the election of
the Company to reset the interest  rate,  (ii) such new interest  rate and (iii)
the  provisions,  if any, for  redemption  during the period from such  Optional
Reset Date to the next Optional  Reset Date or if there is no such next Optional
Reset Date, to the Stated  Maturity  Date of this  Security  (each such period a
"Subsequent  Interest  Period"),  including  the  date or  dates on which or the
period or periods during which and the price or prices at which such  redemption
may occur during the Subsequent Interest Period.

        Notwithstanding  the  foregoing,  not  later  than 20 days  prior to the
Optional  Reset Date,  the Company may, at its option,  revoke the interest rate
provided for in the Reset Notice and  establish a higher  interest  rate for the
Subsequent Interest Period commencing on such Optional Reset Date by causing the
Trustee  to mail  notice  of such  higher  interest  rate to the  Holder of this
Security. Such Notice shall be irrevocable. All Securities with respect to which
the  interest  rate is reset on an  Optional  Reset  Date will bear such  higher
interest rate, whether or not tendered for repayment, as described below.

        If the Company  elects to reset the  interest  rate,  the Holder of this
Security will have the option to elect repayment by the Company of the principal
of this  Security on any Optional  Reset Date at a price equal to the  principal
amount hereof plus any accrued interest to such Optional Reset Date. In order to
obtain  repayment  on an  Optional  Reset  Date,  the  Holder  must  follow  the
procedures  set forth above for  optional  repayment  except that the period for
delivery of this  Security or  notification  to the Trustee shall be at least 25
but not more than 35 days prior to such Optional  Reset Date and except that, if
the Holder has  tendered  this  Security  for  repayment  pursuant  to the Reset
Notice, the Holder may, by written notice to the Trustee, revoke any such tender
for  repayment  until  the  close of  business  on the  tenth  day prior to such
Optional Reset Date.

        Section 6. Optional  Extension of Maturity.  If so specified on the face
hereof,  the Stated Maturity Date of this Security may be extended at the option
of the Company for the period or periods  specified  on the face hereof (each an
"Extension  Period") up to but not beyond the date (the "Final  Maturity  Date")
set forth on the face hereof.  The Company may exercise such option with respect
to this  Security by notifying  the Trustee of such exercise at least 50 but not
more than 60 days prior to the Stated  Maturity  Date of this Security in effect
prior to the exercise of such option (the "Original Stated Maturity  Date").  If
the Company  exercises such option,  the Trustee will mail to the Holder of this
Security not later than 40 days prior to the  Original  Stated  Maturity  Date a
notice (the "Extension Notice"), first class postage prepaid, indicating (i) the
election of the Company to extend the Stated  Maturity Date, (ii) the new Stated
Maturity Date,  (iii) the interest rate  applicable to the Extension  Period and
(iv) the  provisions,  if any,  for  redemption  during such  Extension  Period,
including  the date or dates on which or the period or periods  during which and
the


                                        9





price or prices at which such redemption may occur during the Extension  Period.
Upon the Trustee's mailing of the Extension Notice,  the Stated Maturity Date of
this Security  shall be extended  automatically  and,  except as modified by the
Extension Notice and as described in the next paragraph, this Security will have
the same terms as prior to the mailing of such Notice.

        Notwithstanding  the  foregoing,  not  later  than 20 days  prior to the
Original  Stated  Maturity Date of this Security the Company may, at its option,
revoke the interest rate  provided for in the  Extension  Notice and establish a
higher  interest  rate for the  Extension  Period by causing the Trustee to mail
notice of such higher interest rate, first class postage prepaid,  to the Holder
of this Security. Such notice shall be irrevocable.  All Securities with respect
to which the Stated  Maturity  Date is extended  will bear such higher  interest
rate  for the  Extension  Period,  whether  or not  tendered  for  repayment  as
described below.

        If the  Company  elects  to  extend  the  Stated  Maturity  Date of this
Security, the Holder will have the option to elect repayment of this Security by
the  Company  on the  Original  Stated  Maturity  Date at a price  equal  to the
principal  amount  hereof,  plus any accrued  interest to such date. In order to
obtain  repayment  on the  Original  Stated  Maturity  Date once the Company has
extended the Stated Maturity Date hereof,  the Holder must follow the procedures
set forth above for  optional  repayment  except that the period for delivery of
this Security or  notification  to the Trustee shall be at least 25 but not more
than 35 days prior to the Original  Stated Maturity Date and except that, if the
Holder has tendered this Security for repayment pursuant to an Extension Notice,
the Holder  may by  written  notice to the  Trustee  revoke any such  tender for
repayment  until the close of  business  on the tenth day prior to the  Original
Stated Maturity Date.

        Section 7. Sinking Fund. Unless otherwise  specified on the face hereof,
this Security will not be subject to any sinking fund.

        Section 8. Discount Securities. If this Security is a Discount Security,
the amount  payable in the event of redemption by the Company,  repayment at the
option of the  Holder or  acceleration  of  Maturity,  in lieu of the  principal
amount  due at the  Stated  Maturity  hereof,  shall  be equal to the sum of (i)
unpaid  interest if any, on this Security  accrued from the date of issue to the
date of such redemption,  repayment or acceleration of maturity, as the case may
be, and (ii) the  Amortized  Face Amount of this Security as of the date of such
redemption,  repayment  or  acceleration.  The  "Amortized  Face Amount" of this
Security  shall be the amount  equal to (a) the Issue Price (as set forth on the
face hereof) plus (b) that portion of the difference between the Issue Price and
the  principal  amount  hereof that has accrued at the Yield to Maturity (as set
forth on the face hereof) (computed in accordance with generally accepted United
States bond yield computation  principles) at the date as of which the Amortized
Face Amount is  calculated,  but in no event shall the Amortized  Face Amount of
the Security exceed its stated principal amount.

        Section 9. Modification and Waivers; Obligation of the Company Absolute.
The  Indenture  permits,  with  exceptions  as therein  provided,  the amendment
thereof and the  modification  of the rights and  obligations of the Company and
the rights of the Holders of the Securities of each series


                                       10





to be affected  under the  Indenture  at any time by the Company and the Trustee
with the  consent  of the  Holders  of not less  than a  majority  in  aggregate
principal amount of all Securities at the time  Outstanding to be affected.  The
Indenture  also contains  provisions  permitting  the Holders of not less than a
majority  in  aggregate   principal   amount  of  the  Securities  at  the  time
Outstanding,  on behalf of the Holders of all Outstanding  Securities,  to waive
compliance by the Company with certain provisions of the Indenture, and contains
provisions  permitting  the  Holders  of not less than a majority  in  aggregate
principal  amount,  in  certain  instances  of  the  Outstanding  Securities  of
individual  series  and in  other  instances  of  all  Securities  at  the  time
Outstanding,  to waive on behalf of all of the  Holders  of  Securities  of such
individual  series or of the Holders of all Securities at the time  Outstanding,
as the  case may be,  certain  past  defaults  under  the  Indenture  and  their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive  and  binding  upon such  Holder and upon all future  Holders of this
Security and of any Security issued upon the  registration of transfer hereof or
in exchange  herefor or in lieu hereof,  whether or not notation of such consent
or waiver is made upon this Security.

        No reference  herein to the  Indenture and no provision of this Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is absolute and  unconditional,  to pay or make provision as provided in Article
Fourteen of the  Indenture  for the payment of the amount of  principal  of (and
premium,  if any) and  interest on this  Security  herein  provided,  and at the
times, place and rate, and in the coin or currency, herein prescribed.

        Section 10. Defeasance and Covenant  Defeasance.  The Indenture contains
provisions  for  defeasance  at any time of (a) the entire  indebtedness  of the
Company on this Security and (b) certain  restrictive  covenants and the related
defaults  and Events of Default,  upon  compliance  by the Company  with certain
conditions set forth therein,  which provisions  apply to this Security,  unless
otherwise specified on the face hereof.

        Section 11. Authorized Denominations.  The Securities of this series are
issuable only in global or certificated  registered form, without coupons,  and,
unless  otherwise  specified  above  (and  other  than  Global  Securities),  in
denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
As provided in the  Indenture  and  subject to certain  limitations  therein set
forth and to the limitations described below, if applicable,  Securities of this
series are exchangeable  for a like aggregate  principal amount of Securities of
this  series  and of like  tenor  of a  different  authorized  denomination,  as
requested by the Holder surrendering the same.

        Section 12.  Registration of Transfer.  As provided in the Indenture and
subject to certain  limitations therein set forth, the transfer of this Security
is  registrable  in the Security  Register,  upon surrender of this Security for
registration  of  transfer  at the office or agency of the  Company in any place
where the principal of (and  premium,  if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly  authorized in writing,  and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate  principal  amount,  will be issued to the  designated  transferee  or
transferees.


                                       11





        If this Security is a Global  Security,  this  Security is  exchangeable
only if the  Depository  is at any time  unwilling  or  unable  to  continue  as
depository and a successor  depository is not appointed by the Company within 90
days, or the Depository has ceased to be a clearing agency  registered under the
Securities  Exchange  Act of 1934,  as amended.  In such case,  the Company will
issue Securities in certificated  form in exchange for each Global Security.  In
addition,  the  Company  may at  any  time  determine  not  to  have  Securities
represented by a Global  Security and, in such event,  will issue  Securities in
certificated  form  in  exchange  for  the  Global  Security  representing  such
Security.  In addition,  if there shall have occurred and be continuing an Event
of Default,  the Company will issue Securities in certificated  form in exchange
for each  Global  Security.  In any  such  instance,  an  owner of a  beneficial
interest  in a  Global  Security  will  be  entitled  to  physical  delivery  in
certificated  form of Securities  equal in principal  amount to such  beneficial
interest  and to have such  Securities  registered  in its name.  Securities  so
issued in certificated form will be issued in denominations of $100,000 (or such
other denomination as shall be specified by the Company) or any amount in excess
thereof which is an integral multiple of $1,000 and will be issued in registered
form only, without coupons.

        No service charge shall be made for any such registration of transfer or
exchange,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        Prior to due presentment of this Security for registration of after, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this  Security is  registered  as the owner  hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

        Section 13.  Events of Default.  If an Event of Default  with respect to
the  Securities  of this  series  shall have  occurred  and be  continuing,  the
principal of all the  Securities  of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.

        Section 14.  Defined  Terms.  All terms used in this Security  which are
defined  in the  Indenture  shall  have  the  meanings  assigned  to them in the
Indenture.

        Section  15.  Governing  Law.  This  Security  shall be  governed by and
construed in accordance with the law of the State of New York.




                                       12





                            OPTION TO ELECT REPAYMENT

        The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal  amount of this Security or portion hereof below
designated at (i) the Optional  Repayment Price indicated on the face hereof, if
this  Security is to be repaid  pursuant  to the  Optional  Repayment  provision
hereof,  or (ii) 100% of the principal amount of this Security to be repaid plus
accrued  interest to the Optional  Reset Date,  if this Security is to be repaid
pursuant to the Optional  Interest Reset  provision  hereof,  or to the Original
Maturity  Date,  if this  Security  is to be  repaid  pursuant  to the  Optional
Extension of Maturity provision hereof.

Dated:
      ----------------------------           -----------------------------------
                                                          Signature


SIGNATURE GUARANTEED:                              

                                             Sign exactly as name appears on the
                                             front of this  Security  [SIGNATURE
                                             GUARANTEED   -  required   only  if
                                             Securities  are  to be  issued  and
                                             delivered   to   other   than   the
- ----------------------------------           registered holder]

Principal  amount  to be  repaid,  if        Fill   in   for   registration   of
amount  to  repaid  is less  than the        Securities    if   to   be   issued
principal  amount  of  this  Security        otherwise  than  to the  registered
(principal  amount  remaining must be        holder:                            
an authorized denomination)                                   


          
                                             Name:
                                                  ------------------------------

                                             Address:
                                                     ---------------------------

                                             -----------------------------------
                                               (Please print name and address, 
                                                      including zip code)

                                                    SOCIAL SECURITY OR OTHER
                                                       TAXPAYER ID NUMBER


                                             -----------------------------------





                                       13





                                  ABBREVIATIONS

        The following abbreviations, when used in the inscription on the face of
this  instrument,  shall be  construed  as though they were  written out in full
according to applicable laws or regulations:

TEN COM                      -      as tenants in common

TEN ENT                      -      as tenants by entireties

JT TEN                       -      as joint tenants with right of survivorship
                                    and not as tenants in common

UNIF GIFT MIN ACT            -                    Custodian
                                     -------------         ------------
                                        (Cust)                (Minor)

Under Uniform Gifts to Minors Act
                                 -------------------------
                                                              (State)


     Additional abbreviations may also be used though not in the above list.











                                       14




        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and 
transfer(s) unto



- --------------------------------------------------------------------------------
      Please print or type name and address, including zip code of assignee



- --------------------------------------------------------------------------------
      PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE



- --------------------------------------------------------------------------------
      the within Security of UNITED TECHNOLOGIES CORPORATION and all rights
         thereunder and does hereby irrevocably constitute and appoint



- --------------------------------------------------------------------------------
         to transfer the said Security on the books of the within-named
           Company, with full power of substitution in the promises.

Date
    -------------------------

SIGNATURE GUARANTEED:
                                            ------------------------------------


                                            ------------------------------------
                                            NOTICE:   The   signature   to  this
                                            assignment  must correspond with the
- -----------------------------               name as it appears  upon the face of
                                            the   within   Security   in   every
                                            particular,  without  alteration  or
                                            enlargement     or    any     change
                                            whatsoever.




                                       15

CUSIP NO.                                                       PRINCIPAL AMOUNT
Registered
No. FL-
                         UNITED TECHNOLOGIES CORPORATION
                           MEDIUM-TERM NOTE, SERIES B
                                 (FLOATING RATE)

             Due from Nine Months to Thirty Years from Date of Issue

        If the  registered  owner of this Security (as  indicated  below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository, this
Security is a Global  Security and the following  legend is  applicable:  Unless
this certificate is presented by an authorized  representative of The Depository
Trust Company (55 Water Street,  New York,  New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered  in the name of CEDE & CO.,  or such  other name as  requested  by an
authorized  representative  of The Depository Trust Company,  and any payment is
made to CEDE & CO.,  ANY  TRANSFER,  PLEDGE  OR OTHER  USE  HEREOF  FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL,  since the  registered  owner hereof,
CEDE & CO., has an interest herein.

IF  APPLICABLE,  THE "TOTAL  AMOUNT OF OID,"  "YIELD TO  MATURITY"  AND "INITIAL
ACCRUAL  PERIOD  OID"  (COMPUTED  UNDER THE  APPROXIMATE  METHOD)  BELOW WILL BE
COMPLETED  SOLELY FOR THE PURPOSES OF APPLYING  THE FEDERAL  INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY DATE:

BASE RATE:

INITIAL INTEREST RATE:

INDEX MATURITY:

SPREAD (PLUS OR MINUS):

SPREAD MULTIPLIER:

AUTHORIZED DENOMINATIONS:








CALCULATION AGENT:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

INTEREST RESET PERIOD:

INTEREST RESET DATES:

INTEREST PAYMENT PERIOD:

INTEREST PAYMENT DATES:

REPORTING SERVICE:

DESIGNATED CMT TELERATE PAGE:

DESIGNATED CMT MATURITY INDEX:

SINKING FUND:

SPECIFIED CURRENCY:

EXCHANGE RATE AGENT:

OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY:
        |_|  YES    |_|  NO

TOTAL AMOUNT OF OID:

YIELD TO MATURITY:

INITIAL ACCRUAL PERIOD OID:

OPTION TO ELECT REPAYMENT:  |_|  YES    |_|  NO

OPTIONAL REPAYMENT DATES:

OPTIONAL REPAYMENT PRICES:

OPTIONAL INTEREST RATE RESET:  |_|  YES    |_|  NO



                                        2





OPTIONAL RESET DATES:


OPTIONAL EXTENSION OF MATURITY:  |_|  YES    |_|  NO

LENGTH OF EXTENSION PERIOD:

NUMBER OF EXTENSION PERIODS:

FINAL MATURITY DATE:

DEPOSITORY:

OPTIONAL REDEMPTION:  |_|  YES    |_|  NO

INITIAL REDEMPTION DATE:

DEFEASANCE:  |_|  YES    |_|  No

COVENANT DEFEASANCE:  |_|  YES    |_|  NO

OTHER PROVISIONS:



        IF APPLICABLE AS DESCRIBED  ABOVE,  THE REDEMPTION PRICE SHALL INITIALLY
BE % OF THE  PRINCIPAL  AMOUNT  OF  THIS  SECURITY  AND  SHALL  DECLINE  AT EACH
ANNIVERSARY (EACH SUCH DATE, A "REDEMPTION DATE") OF THE INITIAL REDEMPTION DATE
BY % OF  SUCH  PRINCIPAL  AMOUNT  UNTIL  THE  REDEMPTION  PRICE  IS 100% OF SUCH
PRINCIPAL  AMOUNT;  PROVIDED,  HOWEVER,  THAT,  IF THIS  SECURITY  IS A DISCOUNT
SECURITY,  THE REDEMPTION PRICE SHALL BE THE AMORTIZED FACE AMOUNT, AS DESCRIBED
ON THE REVERSE HEREOF.  A DISCOUNT  SECURITY IS ANY SECURITY FOR WHICH THE TOTAL
AMOUNT OF OID SPECIFIED ABOVE IS GREATER THAN ZERO.

        UNITED TECHNOLOGIES  CORPORATION,  a Delaware corporation (herein called
the "Company," which term includes any successor corporation under the Indenture
hereinafter  referred to), for value  received,  hereby  promises to pay to , or
registered assigns, the principal sum of on the Stated Maturity Date shown above
and to pay interest  thereon at the Initial  Interest  Rate shown above from the
Original Issue Date shown above until the first Interest Reset Date shown above


                                        3





following the Original  Issue Date and  thereafter at the Base Rate shown above,
plus or minus the Spread,  if any, or  multiplied by the Spread  Multiplier,  if
any,  shown above,  determined in accordance  with the provisions on the reverse
hereof,  until the principal  hereof is paid or made available for payment.  The
Company  will pay  interest  on each  Interest  Payment  Date  specified  above,
commencing  with the first  Interest  Payment Date next  succeeding the Original
Issue Date, and at Maturity;  provided,  however,  that any payment of principal
(and premium,  if any) or interest to be made on any Interest Payment Date or on
a date of  Maturity  that  is not a  Business  Day  shall  be  made on the  next
succeeding  Business Day (except that if the Base Rate specified above is LIBOR,
and such day falls in the next succeeding  calendar month,  such payment will be
made on the next preceding Business Day) as described on the reverse hereof. For
purposes of this  Security,  "Business Day" means any day, other than a Saturday
or Sunday, that meets each of the following applicable requirements:  the day is
(a) not a day on which banking institutions are authorized or required by law or
regulation to be closed in The City of New York,  (b) if the Specified  Currency
shown above is not U.S. dollars, (i) not a day on which banking institutions are
authorized or required by law or regulation to close in the financial  center of
the  country  issuing the  Specified  Currency  (which,  in the case of European
Currency  Units,  shall be Brussels,  Belgium)  and (ii) a day on which  banking
institutions  in such  financial  center are carrying out  transactions  in such
Specified  Currency  and (c) if the Base Rate  shown  above is  LIBOR,  a London
Banking Day. "London Banking Day" means any day on which dealings in deposits in
the Specified Currency are transacted in the London interbank market.

        The interest so payable,  and  punctually  paid or duly provided for, on
any Interest Payment Date or at Maturity will, as provided in such Indenture, be
paid to the  Person in whose  name  this  Security  (or one or more  Predecessor
Securities) is registered at the close of business on the fifteenth day (whether
or not a Business Day) next  preceding  such  Interest  Payment Date (a "Regular
Record Date") in the case of interest  payments  other than at Maturity,  and on
the date of Maturity in the case of an interest payment at Maturity,  whether or
not such Regular  Record Date or date of Maturity is a Business  Day;  provided,
however,  that, in the case of a Security  originally  issued  between a Regular
Record Date and the initial  Interest  Payment Date  relating to such  Security,
interest for the period  beginning on the Original Issue Date and ending on such
initial  Interest  Payment Date shall be paid on such initial  Interest  Payment
Date to the  Person to whom such  Security  shall have been  originally  issued;
provided further that in the case of a Global Security originally issued between
a Regular  Record Date and the initial  Interest  Payment Date  relating to such
Security,  interest  for the period  beginning  on the  Original  Issue Date and
ending on such  initial  Interest  Payment  Date  shall be paid on the  Interest
Payment Date following the next succeeding Regular Record Date to the registered
Holder on such next  succeeding  Regular  Record Date.  Any such interest not so
punctually  paid or duly provided for will forthwith  cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor  Securities) is registered at the
close of  business on a Special  Record  Date for the payment of such  Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less


                                        4





than ten days prior to such Special  Record Date,  or be paid at any time in any
other lawful manner, all as more fully provided in said Indenture.

        All payments in respect of this  Security  will be made in U.S.  dollars
regardless of the Specified  Currency shown above unless the Holder hereof makes
the election  described  below.  If the Specified  Currency shown above is other
than U.S. dollars, the Company or its agent will arrange to convert all payments
in respect  hereof  into U.S.  dollars in the manner  described  on the  reverse
hereof;  provided,  however,  that the Holder hereof may, if so indicated above,
elect to receive  all  payments  in such  Specified  Currency  by  delivery of a
written request to the Company's  co-paying agent (the "Co-Paying Agent") in The
City of New York,  which must be received by the Co-Paying  Agent on or prior to
the applicable  record date or at least fifteen calendar days prior to Maturity,
as the case may be; provided  further that if the Holder of this Security elects
to receive  all such  payments  in a  Specified  Currency  that is replaced by a
single  European  currency  (expected  to be named  the  euro),  the  amount  of
principal of, premium,  if any, or interest payable on any Security  denominated
in such  currency  shall be determined  in the new single  European  currency in
conformity with legally applicable  measures taken pursuant to, or by virtue of,
the treaty  establishing  the  European  Community,  as amended by the treaty on
European Union.  Such election will remain in effect unless and until changed by
written  notice to the Co-Paying  Agent,  but the  Co-Paying  Agent must receive
written notice of any such change on or prior to the  applicable  record date or
at least fifteen calendar days prior to Maturity,  as the case may be. Until the
Securities  are paid or payment  therefor is provided  for, the Company will, at
all  times,  maintain  a  Co-Paying  Agent in The City of New  York  capable  of
performing the duties  described  herein to be performed by the Co-Paying Agent.
The Company has appointed  State Street Bank and Trust Company,  N.A., New York,
New York,  as Co-Paying  Agent.  If the Company  determines  that the  Specified
Currency  is not  available  for making  payments  in respect  hereof due to the
imposition  of exchange  controls or other  circumstances  beyond the  Company's
control,  or is no longer used by the  government  of the country  issuing  such
currency or for the  settlement of  transactions  by public  institutions  of or
within the international  banking  community,  then the Holder hereof may not so
elect to receive  payments in the Specified  Currency,  and any such outstanding
election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.

        In the event of an official  redenomination  of the  Specified  Currency
shown  above,  the  obligations  of the Company with respect to payments on this
Security   shall,   in  all  cases,   be  deemed   immediately   following  such
redenomination  to provide for payment of that amount of redenominated  currency
representing   the  amount  of  such   obligations   immediately   before   such
redenomination.  In no event shall any  adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above  relative to any other  currency  due solely to  fluctuations  in exchange
rates.



                                        5





        Unless  otherwise  shown  above,  payment of interest  on this  Security
(other  than at  Maturity)  will be made by  check  (from an  account  at a bank
outside the United States if such check is payable in a currency other than U.S.
dollars) mailed to the registered address of the Person entitled them;  provided
that,  if the  Holder  hereof  is the  Holder  of  U.S.  $10,000,000  or more in
aggregate  principal  amount  of  Securities  of like  tenor  and  term  (or the
equivalent thereof in a Specified Currency other than U.S. dollars determined as
provided  on the  reverse  hereof),  such  interest  payments  will  be  made in
immediately  available  funds,  but only if appropriate  instructions  have been
received in writing by the Co-Paying Agent on or prior to the applicable  record
date.  Simultaneously with any election by the Holder hereof to receive payments
in respect hereof in the Specified Currency (if other than U.S.  dollars),  such
Holder may, if applicable,  provide  appropriate  instructions  to the Co-Paying
Agent,  and all such payments will be made in immediately  available funds to an
account  maintained by the payee with a bank located  outside the United States.
Unless otherwise specified above, the principal hereof (and premium, if any) and
interest  hereon  payable at Maturity  will be paid to the Holder on the date of
Maturity in immediately available funds (payable to an account maintained by the
payee with a bank  located  outside the United  States if payable in a Specified
Currency other than U.S.  dollars) upon surrender of this Security at the office
of the Co-Paying Agent  maintained for that purpose in The City and State of New
York (or at such other location as may be specified  above),  provided that this
Security is presented to the Co-Paying  Agent in time for the Co-Paying Agent to
make such payments in accordance  with its normal  procedures.  The Company will
pay any administrative costs imposed by banks in connection with making payments
in immediately  available funds, but any tax,  assessment or governmental charge
imposed upon payments will be borne by the Holders of the  Securities in respect
of which such payments are made.

        If the  registered  owner of this Security (as  indicated  above) is the
Depository or a nominee of the  Depository,  this Security is a Global  Security
and the  following  legend is  applicable  except as  specified  on the  reverse
hereof:  THIS GLOBAL  SECURITY MAY NOT BE  TRANSFERRED  EXCEPT AS A WHOLE BY THE
DEPOSITORY  OR BY A NOMINEE  OF THE  DEPOSITORY  TO THE  DEPOSITORY  OR  ANOTHER
NOMINEE  OF  THE  DEPOSITORY  OR BY THE  DEPOSITORY  OR ANY  SUCH  NOMINEE  TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

        REFERENCE IS HEREBY MADE TO THE FURTHER  PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE  HEREOF,  WHICH FURTHER  PROVISIONS  SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.



                                        6





        Unless the certificate of authentication hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

        IN WITNESS  WHEREOF,  the Company has caused this  instrument to be duly
executed under its corporate seal.

Dated:                              UNITED TECHNOLOGIES CORPORATION


                                    By:
                                       -----------------------------------------
                                            Name:
                                            Title:  Vice President, Treasurer

                                    Attest:
                                           -------------------------------------
                                            Name:
                                            Title: Secretary

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Securities of the series designated  therein referred
to in the within-mentioned Indenture.

STATE STREET BANK AND TRUST COMPANY
As Trustee


By:
   -------------------------------
        Name:
        Title:








                                        7





                                 [Reverse of Security)

                            UNITED TECHNOLOGIES CORPORATION
                              MEDIUM-TERM NOTES, SERIES B

        Section 1. General.  This Security is one of a duly authorized  issue of
securities of the Company  (herein  called the  "Securities"),  issued and to be
issued in one or more series under an  Indenture,  dated as of April 1, 1990, as
it may be  supplemented  from  time to time  (herein  called  the  "Indenture"),
between the Company and State Street Bank and Trust Company (as successor to The
Connecticut  National Bank), as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture with respect to the series of
which  this  Security  is  a  part),  to  which  Indenture  and  all  indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the  Holders of the  Securities  and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series set forth on the face hereof,  unlimited  in  aggregate  principal
amount.

        Section  2.  Payments.  If the  Specified  Currency  is other  than U.S.
dollars, the amount of any U.S. dollar payment to be made in respect hereof will
be  determined  by the  Exchange  Rate Agent  specified  on the face hereof or a
successor thereto (the "Exchange Rate Agent"), based on the indicative quotation
The City of New York selected by such Exchange Rate Agent at approximately 11:00
a.m.,  New York City time, on the second  Business Day preceding the  applicable
payment date that yields the largest number of U.S.  dollars upon  conversion of
the Specified  Currency.  Such selection shall be made, as specified on the face
hereof, from among the quotations from three recognized foreign exchange dealers
in The City of New York  selected by the Exchange Rate Agent and approved by the
Company  (one of which may be the  Exchange  Rate Agent) for the purchase by the
quoting dealer,  for settlement on such payment date, of the Specified  Currency
for U.S. dollars. If no such bid quotations are available, payments will be made
in the Specified  Currency  unless such  Specified  Currency is  unavailable  as
provided below.

        If the Specified  Currency is other than U.S.  dollars and the Specified
Currency is unavailable  due to the imposition of exchange  controls or to other
circumstances beyond the Company's control, the Company will be entitled to make
payments in U.S. dollars on the basis of the noon buying rate in The City of New
York for cable  transfers in the  Specified  Currency as  certified  for customs
purposes by the Federal  Reserve Bank of New York (the "Market  Exchange  Rate")
for such Specified  Currency on the second  Business Day prior to the applicable
payment date. In the event such Market Exchange Rate is not then available,  the
Company will be entitled to make payments in U.S.  dollars (i) if such Specified
Currency  is not a  composite  currency,  on the  basis  of  the  most  recently
available  Market  Exchange  Rate for such  Specified  Currency  or (ii) if such
Specified  Currency  is a composite  currency,  in an amount  determined  by the
Exchange Rate Agent to be the sum of the results obtained


                                        8





by multiplying the number of units of each component  currency of such composite
currency,  as of the most recent date on which such composite  currency was used
by the Market  Exchange Rate for such component  currency on the second Business
Day prior to such  payment  date (or if such  Market  Exchange  Rate is not then
available,  by the  most  recently  available  Market  Exchange  Rate  for  such
component currency).  From the start of the third stage of European Economic and
Monetary  Union,  payments on this  Security that are required to be made in ECU
will be payable in euro at the rate of one euro for one ECU, and the  provisions
discussed in this paragraph  will not result in payment in U.S.  dollars in such
circumstances unless euros are no longer used in the European Monetary System.

        All  currency  exchange  costs will be borne by the  Company  unless the
Holder of this  Security  has made an  election  to receive  all  payments  in a
Specified  Currency  other than U.S.  dollars.  In that case, the Holder of this
Security  shall bear its pro rata portion of currency  exchange  costs,  if any,
with all other electing Holders by deductions from payments otherwise due.

        Section 3. Interest Rate Calculations.  This Security will bear interest
from its  Original  Issue Date to the first  Interest  Reset Date at the Initial
Interest Rate set forth on the face hereof. Thereafter, the interest rate hereon
for each Interest  Reset Period will be determined by reference to the Base Rate
set forth on the face hereof, plus or minus the Spread, if any, or multiplied by
the Spread Multiplier, if any, set forth on the face hereof.

        As set forth on the face hereof,  this  Security may also have either or
both of the  following:  (i) a maximum  limitation,  or ceiling,  on the rate at
which interest may accrue during any interest period ("Maximum  Interest Rate"),
and (ii) a minimum  limitation,  or  floor,  on the rate at which  interest  may
accrue during any interest period ("Minimum  Interest Rate"). In addition to any
Maximum  Interest  Rate that may be set forth on the face  hereof,  the interest
rate on this Security will in no event be higher than the maximum rate permitted
by  applicable  law, as the same may be modified by United States law of general
application.

        The rate of  interest  hereon  will be  reset  daily,  weekly,  monthly,
quarterly, semi-annually or annually (the "Interest Reset Period"), as set forth
on the face hereof.  Unless otherwise set forth on the face hereof,  the date or
dates on which  interest will be reset (each an "Interest  Reset Date") will be,
if this Security resets daily,  each Business Day; if this Security  (unless the
Base Rate set forth on the face hereof is the Treasury Rate) resets weekly,  the
Wednesday  of each  week;  if the Base Rate set forth on the face  hereof is the
Treasury Rate, and this Security resets weekly, the Tuesday of each week (except
as provided below); if this Security resets monthly, the third Wednesday of each
month; if this Security resets  quarterly,  the third Wednesday of March,  June,
September  and  December;  if  the  Security  resets  semi-annually,  the  third
Wednesday of the two months set forth on the face hereof;  and if this  Security
resets annually,  the third Wednesday of the month set forth on the face hereof,
provided,  however,  that (a) the interest rate in effect from the Issue Date to
the first Interest Reset Date will be the Initial  Interest Rate as set forth on
the face hereof and (b)


                                        9





the interest rate in effect for the ten days immediately  prior to Maturity will
be that in effect on the tenth day preceding such Maturity. If an Interest Reset
Date would  otherwise be a day that is not a Business Day,  such Interest  Reset
Date shall be the next  succeeding  Business Day,  except that, if the Base Rate
set  forth on the face  hereof  is LIBOR,  if such  Business  Day is in the next
succeeding  calendar month, such Interest Reset Date shall be the next preceding
Business  Day.  If the Base  Rate set forth on the face  hereof is the  Treasury
Rate, and an auction for Treasury bills falls on a day that is an Interest Reset
Date for this Security,  such Interest  Reset Date shall be the next  succeeding
Business Day.

        Unless  otherwise  set forth on the face hereof,  the  interest  payable
hereon on each  Interest  Payment  Date and at  Maturity  shall be the amount of
interest accrued from and including the Original Issue Date or the last Interest
Payment Date to which  interest has been paid to, but  excluding,  such Interest
Payment  Date or date of Maturity,  as the case may be. If the interest  rate is
reset daily or weekly,  interest  payable  hereon will be the amount of interest
accrued from and  including  the Original  Issue Date or from and  excluding the
last  date to  which  interest  has been  paid,  as the  case  may be,  to,  and
including,  the Regular Record Date immediately  preceding such Interest Payment
Date,  except that at  Maturity,  the interest  payable  will  include  interest
accrued  to, but  excluding,  the date of  Maturity.  Accrued  interest  will be
calculated by  multiplying  the principal  amount hereof by an accrued  interest
factor.  Such  accrued  interest  factor will be computed by adding the interest
factors  calculated  for each day in the period for which  accrued  interest  is
being calculated.  The interest factor for each such day is computed by dividing
the interest  rate  applicable on such day by 360, if the Base Rate set forth on
the face  hereof is the CD Rate,  Commercial  Paper  Rate,  Federal  Funds Rate,
LIBOR,  CMT Rate or Prime Rate or by the actual  number of days in the year,  if
the Base Rate set forth on the face hereof is the  Treasury  Rate.  The interest
rate  applicable to any day that is an Interest  Reset Date is the interest rate
as determined,  in accordance with the procedures  hereinafter  set forth,  with
respect to the Interest Determination Date (as defined below) pertaining to such
Interest  Reset  Date.  The  interest  rate  applicable  to any other day is the
interest rate for the  immediately  preceding  Interest Reset Date (or, if none,
the Initial Interest Rate, as set forth on the face hereof).

        Unless otherwise set forth on the face hereof, all percentages resulting
from  any  calculation  of the  rate of  interest  hereon  will be  rounded,  if
necessary,  to the nearest one hundred-thousandth of a percent (.0000001),  with
five  one-millionths  of a percentage  point  rounded  upward,  and all currency
amounts  used in or  resulting  from such  calculation  will be  rounded  to the
nearest  one-hundredth  of a unit  (with  five  one-thousandths  of a unit being
rounded upwards).

        Unless otherwise set forth on the face hereof, interest will be payable,
if this Security  resets daily or weekly or monthly,  on the third  Wednesday of
each month or on the third Wednesday of March,  June,  September and December of
each year, as set forth on the face hereof;  if this Security resets  quarterly,
on the third Wednesday of March,  June,  September and December of each year; if
this Security resets semi-annually, on the third Wednesday of


                                       10





the two  months  set  forth  on the face  hereof;  and if this  Security  resets
annually,  on the third Wednesday of the month set forth on the face hereof, and
in each case, at Maturity.  Unless otherwise set forth on the face hereof, if an
Interest  Payment Date would otherwise be a day that is not a Business Day, such
Interest Payment Date shall be the next succeeding Business Day, except that, if
the Base Rate set forth on the face  hereof is LIBOR and such day would  fall in
the next succeeding  calendar month, such Interest Payment Date will be the next
preceding  Business  Day. Any payment of  principal  (and  premium,  if any) and
interest  required to be made on this Security on a date of Maturity that is not
a Business Day will be made on the next  succeeding  Business Day, except in the
case of LIBOR Securities, if such Business Day would fall in the next succeeding
calendar month, such payment will be made on the next preceding Business Day (in
each case with the same  force and  effect as if made on such date of  Maturity,
and no  additional  interest  shall  accrue  as a  result  of any  such  delayed
payment).

        If the Base  Rate  set  forth on the  face  hereof  is the CD Rate,  the
Commercial  Paper Rate,  the Federal Funds Rate,  the CMT Rate or the Prime Rate
the "Interest  Determination Date" pertaining to an Interest Reset Date for this
Security will be the second  Business Day next  preceding  such  Interest  Reset
Date.  If the Base Rate set forth on the face  hereof  is LIBOR,  the  "Interest
Determination  Date" pertaining to an Interest Reset Date for this Security will
be the second London  Banking Day next preceding such Interest Rate Date. If the
Base  Rate set forth on the face  hereof is the  Treasury  Rate,  the  "Interest
Determination  Date" pertaining to an Interest Reset Date for this Security will
be the day of the week,  in which  such  Interest  Reset  Date  falls,  on which
Treasury bills of the Index Maturity set forth on the face hereof are auctioned.
Treasury bills are normally sold at auction on Monday of each week,  unless that
day is a legal  holiday,  in which  case the  auction  is  normally  held on the
following Tuesday, except that such auction may be held on the preceding Friday.
If, as the result of a legal  holiday,  an  auction is so held on the  preceding
Friday,  such Friday will be the Interest  Determination  Date pertaining to the
Interest Reset Date occurring in the next succeeding week.

        The  "Calculation  Date," where  applicable,  pertaining  to an Interest
Determination Date, is the tenth calendar day after such Interest  Determination
Date or if any such day is not a Business Day, the next succeeding Business Day.

        The Company will  appoint and enter into an  agreement  with an agent (a
"Calculation Agent") to calculate the rate of interest on the Securities of this
series which bear interest at a floating rate. Unless otherwise set forth on the
face hereof,  State Street Bank and Trust Company will be the Calculation Agent.
At the request of the Holder  hereof,  the  Calculation  Agent will  provide the
interest  rate then in effect and, if  determined,  the interest  rate that will
become effective on the next Interest Reset Date.



                                       11





        Subject to applicable  provisions of law and except as specified herein,
with respect to each Interest  Determination Date, the rate of interest shall be
the rate determined by the  Calculation  Agent in accordance with the provisions
of the applicable heading below.

        Determination  of CD Rate. If the Base Rate set forth on the face hereof
is the CD Rate,  this Security will bear interest for each Interest Reset Period
at the interest rate  calculated with reference to the CD Rate and the Spread or
Spread  Multiplier,  if any, set forth on the face hereof.  Unless otherwise set
forth on the face  hereof,  the "CD Rate"  means,  with  respect to any Interest
Determination Date, the rate on such date for negotiable certificates of deposit
having the Index Maturity set forth on the face hereof as published by the Board
of Governors of the Federal  Reserve System in "Statistical  Release  H.15(519),
Selected Interest Rates," or any successor publication of the Board of Governors
of the Federal  Reserve System  ("H.15(519)")  under the heading "CDs (Secondary
Market)"  or, if not so  published  by 9:00  am.,  New York  City  time,  on the
Calculation  Date  pertaining to such Interest  Determination  Date, the CD Rate
will be the rate on such Interest Determination Date for negotiable certificates
of deposit of the Index  Maturity  set forth on the face hereof as  published by
the  Federal  Reserve  Bank  of New  York  in  its  daily  statistical  release,
"Composite  3:30  p.m.  Quotations  for  U.S.  Government  Securities,"  or  any
successor  publication  of the  Federal  Reserve  Bank of New  York  ("Composite
Quotations")  under the heading  "Certificates  of Deposit." If such rate is not
yet published in Composite  Quotations by 3:00 p.m.,  New York City time, on the
Calculation  Date  pertaining to such Interest  Determination  Date, then the CD
Rate on such Interest  Determination  Date will be calculated by the Calculation
Agent and will be the arithmetic  mean of the secondary  market offered rates as
of 10:00 am., New York City time, on such Interest  Determination Date, of three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation  Agent for negotiable  certificates
of deposit of major  United  States  money  center  banks of the highest  credit
standing (in the market for negotiable certificates of deposit) with a remaining
maturity  closest  to the  Index  Maturity  set  forth on the face  hereof  in a
denomination  of  U.S.  $5,000,000;  provided,  however,  that,  if the  dealers
selected as aforesaid by the  Calculation  Agent are not quoting as mentioned in
this sentence,  the rate of interest in effect for the applicable period will be
the rate of interest in effect on such Interest Determination Date.

        Determination  of  Commercial  Paper Rate. If the Base Rate set forth on
the face hereof is the Commercial  Paper Rate,  this Security will bear interest
for each Interest Reset Period at the interest rate calculated with reference to
the Commercial Paper Rate and the Spread or Spread Multiplier, if any, set forth
on the  face  hereof  Unless  otherwise  set  forth  on  the  face  hereof,  the
"Commercial Paper Rate" means, with respect to any Interest  Determination Date,
the  Money  Market  Yield  (as  defined  below)  on such  date of the  rate  for
commercial paper having the Index Maturity set forth on the face hereof, as such
rate shall be published by the Board of Governors of the Federal  Reserve System
in  H.15(519)  under  the  heading  "Commercial   Paper--Nonfinancial"   or,  if
unavailable,  such  other  headings  representing  commercial  paper  issued  by
non-financial entities whose bond rating is "AA"


                                       12





or the equivalent from a nationally  recognized rating agency. In the event that
such  rate is not  published  prior to 9:00  a.m.,  New York City  time,  on the
Calculation  Date  pertaining  to such  Interest  Determination  Date,  then the
Commercial  Paper  Rate  shall  be the  Money  Market  Yield  on  such  Interest
Determination  Date of the rate for  commercial  paper of the Index Maturity set
forth on the face hereof as published by the Federal Reserve Bank of New York in
Composite  Quotations under the heading  "Commercial Paper." If such rate is not
yet published in Composite  Quotations by 3:00 p.m.,  New York City time, on the
Calculation Date pertaining to such Interest  Determination Date, the Commercial
Paper Rate shall be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 a.m., New York City time, on such Interest  Determination Date
of three leading dealers of commercial paper in The City of New York selected by
the  Calculation  Agent for commercial  paper of the Index Maturity set forth on
the face hereof, placed for industrial issuers whose bond rating is "AA," or the
equivalent, from a nationally recognized rating agency; provided, however, that,
if the dealers  selected as aforesaid by the  Calculation  Agent are not quoting
offered rates as mentioned in this sentence,  the rate of interest in effect for
the  applicable  period will be the rate of interest in effect on such  Interest
Determination Date.

        "Money Market Yield" shall be a yield  calculated in accordance with the
following formula:

               MONEY MARKET YIELD =           D x 360   x 100
                                           ------------   
                                           360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount  basis and expressed as a decimal,  and "M" refers to the actual
number of days in the Index Maturity.

        Determination  of Federal  Funds Rate. If the Base Rate set forth on the
face hereof is the Federal Funds Rate, this Security will bear interest for each
Interest  Reset Period at the interest  rate  calculated  with  reference to the
Federal Funds Rate and the Spread or Spread Multiplier, if any, set forth on the
face hereof.  Unless otherwise set forth on the face hereof,  the "Federal Funds
Rate" means, with respect to any Interest  Determination  Date, the rate on such
date for Federal  funds as  published  by the Board of  Governors of the Federal
Reserve System in H.15(519) under the heading "Federal Funds (Effective)" or, if
not so  published  by 9:00 a.m.,  New York City time,  on the  Calculation  Date
pertaining to such Interest  Determination  Date, the Federal Funds Rate will be
the rate on such Interest Determination Date as published by the Federal Reserve
Bank  of  New  York  in  Composite   Quotations   under  the  heading   "Federal
Funds/Effective Rate." If such rate is not yet published in Composite Quotations
by 3:00 p.m.,  New York City time, on the  Calculation  Date  pertaining to such
Interest   Determination   Date,  the  Federal  Funds  Rate  for  such  Interest
Determination  Date will be calculated by the Calculation  Agent and will be the
arithmetic mean of the rates for the last transaction in overnight Federal Funds
arranged by three leading  brokers of Federal Funds  transactions in The City of
New York selected by the Calculation Agent as of


                                       13





11:00 am., New York City time, on such Interest  Determination  Date;  provided,
however, that, if the brokers selected as aforesaid by the Calculation Agent are
not quoting as  mentioned in this  sentence,  the rate of interest in effect for
the  applicable  period will be the rate of interest in effect on such  Interest
Determination Date.

        Determination of LIBOR. If the Base Rate set forth on the face hereof is
LIBOR,  this Security  will bear interest for each Interest  Reset Period at the
interest  rate  calculated  with  reference  to LIBOR  and the  Spread or Spread
Multiplier,  if any,  set forth on the face hereof.  With respect to  Securities
indexed to the London interbank  offered rate for U.S. dollar  deposits,  unless
otherwise set forth on the face hereof, "LIBOR" means the rate determined by the
Calculation Agent as follows:

               (i) (a) If "LIBOR Reuters" is specified on the face hereof as the
        Reporting Service,  with respect to an Interest  Determination Date, the
        Calculation  Agent will  determine  the  arithmetic  mean of the offered
        rates for deposits in U.S.  dollars for the period of the Index Maturity
        set forth on the face hereof which  appears on the "Reuters  Screen LIBO
        Page"  at  approximately  11:00  a.m.,  London  time,  on such  Interest
        Determination  Date.  "Reuters  Screen  LIBO  Page"  means  the  display
        designated as page "LIBO" on the Reuters Monitor Money Rates Service (or
        such other page as may  replace  the LIBO page on that  service  for the
        purpose of displaying London interbank offered rates of major banks). If
        at least two such offered rates appear on the Reuters  Screen LIBO Page,
        LIBOR with  respect  to such  Interest  Determination  Date will be such
        arithmetic  mean. If fewer than two such offered  rates so appear,  then
        LIBOR  with  respect  to  such  Interest   Determination  Date  will  be
        determined in accordance with (ii) below.

               (b) If "LIBOR  Telerate"  is  specified on the face hereof as the
        Reporting Service, or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
        specified,  LIBOR will be the rate for U.S.  dollar  deposits having the
        specified  Index  Maturity,   commencing  on  the  second  Business  Day
        immediately following such Interest Determination Date, which appears on
        the display  designated on page "3750" on the Telerate  Service (or such
        other page as may replace the "3750" page on the service for the purpose
        of  displaying  London  interbank  offered rates of major banks) (or, if
        such display is not available at any such time, a comparable display, as
        determined in the sole  discretion of, and selected by, the  Calculation
        Agent,  of  London  interbank  offered  rates of  major  banks as may be
        available from a similar service) ("Telerate Page 3750") as of 11:00 am.
        London time,  on such Interest  Determination  Date. If no rate appears,
        LIBOR with respect to such  Interest  Reset Date will be  determined  as
        described in (ii) below.

               (ii) With  respect to an Interest  Determination  Date,  if LIBOR
        Reuters is the applicable  interest rate basis for determing  LIBOR, and
        if fewer than two such offered  rates appear on the Reuters  Screen LIBO
        Page, or if LIBOR Telerate is the


                                       14





        applicable interest rate basis for determining LIBOR and no rate appears
        on  Telerate  Page  "3750,"  the  Calculation  Agent  will  request  the
        principal  London  office  of each of four  major  banks  in the  London
        interbank market,  as selected by the Calculation  Agent, to provide the
        Calculation  Agent  with its  offered  quotation  for  deposits  in U.S.
        dollars  for the  period  of the  Index  Maturity  set forth on the face
        hereof  commencing  on such  Interest  Reset Date to prime  banks in the
        London  interbank market at  approximately  11:00 a.m.,  London time, on
        such Interest  Determination  Date and in a principal amount equal to an
        amount of not less  than  U.S.$1  million  that is  representative  of a
        single  transaction  in such  market at such time.  If at least two such
        quotations  are  provided,  LIBOR  will be the  arithmetic  mean of such
        quotations.  If fewer than two such  quotations  are provided,  LIBOR in
        respect of such Interest  Determination Date will be the arithmetic mean
        of rates quoted by three major banks in The City of New York selected by
        the  Calculation   Agent  (after   consultation  with  the  Company)  at
        approximately   11:00  a.m.,  New  York  City  time,  on  such  Interest
        Determination  Date for loans in U.S. dollars to leading European banks,
        for the  period of the  Index  Maturity  set  forth on the face  hereof,
        commencing on such Interest  Reset Date and in a principal  amount equal
        to an amount of not less than U.S.$1 million that is representative of a
        single transaction in such market at such time; provided, however, that,
        if fewer than three banks selected as aforesaid by the Calculation Agent
        are quoting rates as mentioned in this sentence, the rate of interest in
        effect for the applicable  period will be the rate of interest in effect
        on such Interest Determination Date.

        If this  Security is indexed to the London  interbank  offered  rate for
deposits  in a  Specified  Currency  other  than U.S.  dollars,  the  method for
determining such rate will be set forth on the face hereof.

        Determination  of Treasury  Rate. If the Base Rate set forth on the face
hereof is the Treasury Rate,  this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the Treasury Rate
and the  Spread  or Spread  Multiplier,  if any,  set forth on the face  hereof.
Unless otherwise set forth on the face hereof,  the "Treasury Rate" means,  with
respect to any  Interest  Determination  Date,  the rate for the auction held on
such date of direct  obligations of the United States ("Treasury  bills") having
the Index  Maturity  set forth on the face hereof as  published  by the Board of
Governors of the Federal  Reserve  System in H.15(519)  under the heading  "U.S.
Government Securities--Treasury  bills--auction average (investment)" or, if not
so  published  by 9:00  a.m.,  New  York  City  time,  on the  Calculation  Date
pertaining  to such  Interest  Determination  Date,  the  auction  average  rate
(expressed  as a bond  equivalent,  rounded to the  nearest  one-hundredth  of a
percent,  with five one-thousandths of a percent rounded upward, on the basis of
a year of 365 or 366 days,  as  applicable,  and  applied  on a daily  basis) as
otherwise  announced by the United States  Department  of the  Treasury.  In the
event  that the  results  of the  auction  of  Treasury  bills  having the Index
Maturity set forth on the face hereof are not  published or reported as provided
above by 3:00 p.m., New York City time, on such Calculation Date or


                                       15





if no such  auction  is  held on such  Interest  Determination  Date,  then  the
Treasury Rate shall be calculated by the Calculation  Agent and shall be a yield
to  maturity   (expressed  as  a  bond   equivalent,   rounded  to  the  nearest
one-hundredth  of a  percent,  with five  one-thousandths  of a percent  rounded
upward, on the basis of a year of 365 or 366 days, as applicable, and applied on
a daily basis) of the arithmetic  mean of the secondary  market bid rates, as of
approximately  3:30 p.m.,  New York City time,  on such  Interest  Determination
Date,  of three leading  primary  United States  government  securities  dealers
selected  by the  Calculation  Agent  for the  issue of  Treasury  bills  with a
remaining  maturity  closest to the Index Maturity set forth on the face hereof;
provided, however, that, if the dealers selected as aforesaid by the Calculation
Agent are not quoting bid rates as mentioned in this sentence, the interest rate
for the  applicable  period will be the interest rate in effect on such Interest
Determination Date.

        Determination of CMT Rate. If the Base Rate set forth on the face hereof
is the CMT Rate, this Security will bear interest for each Interest Reset Period
at the interest rate calculated with reference to the CMT Rate and the Spread or
Spread Multiplier, if any, set forth on the face hereof,

        Unless  otherwise  set forth on the face  hereof,  the "CMT Rate" means,
with  respect to any  Interest  Determination  Date,  the rate  displayed on the
Designated  CMT Telerate  Page (as defined  below)  under the caption  "Treasury
Constant  Maturities--Federal  Reserve Board Release H.15--Mondays Approximately
3:45 p.m.",  under the column for the  Designated  CMT Maturity Index for (i) if
the Designated CMT Telerate Page is 7055 or any successor page, the rate on such
Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052
or any successor page, the week, or the month, as applicable,  ended immediately
preceding the week in which the related Interest  Determination  Date occurs. If
such rate is no longer  displayed  on the relevant  page or is not  displayed by
3:00 p.m.,  New York City time, on the related  Calculation  Date,  then the CMT
Rate  for  such  Interest  Determination  Date  will be such  treasury  constant
maturity  rate for the  Designated  CMT  Maturity  Index (as  defined  below) as
published in the relevant  H.15(519).  If such rate is no longer published or is
not published by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate on such  Interest  Determination  Date  will be such  treasury
constant  maturity rate for the  Designated  CMT Maturity Index (or other United
States  Treasury rate for the  Designated  CMT Maturity  Index) for the Interest
Determination  Date with  respect  to such  Interest  Reset  Date as may then be
published by either the Board of Governors of the Federal  Reserve System or the
United States  Department of the Treasury that the Calculation  Agent determines
to be comparable to the rate formerly  displayed on the  Designated CMT Telerate
Page  and  published  in the  relevant  H.15(519).  If such  information  is not
provided by 3:00 p.m., New York City time, on the related Calculation Date, then
the CMT  Rate on the  Interest  Determination  Date  will be  calculated  by the
Calculation Agent and will be a yield to maturity,  based on the arithmetic mean
of the secondary market closing offer side prices as of approximately 3:30 p.m.,
New York City time, on such interest  Determination Date reported,  according to
their written records, by three leading primary


                                       16





United States  governmental  securities  dealers  (each,  a "CMT Rate  Reference
Dealer")  in The  City of New  York  (which  may  include  the  Agents  or their
affiliates) selected by the Calculation Agent (from five such CMT Rate Reference
Dealers selected by the Calculation  Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality,  one of the  lowest)),  for the most  recently  issued
direct  noncallable  fixed  rate  obligations  of the United  States  ("Treasury
Notes") with an original  maturity of approximately  the Designated CMT Maturity
Index and a  remaining  term to maturity  of not less than such  Designated  CMT
Maturity  Index  minus one year.  If the  Calculation  Agent is unable to obtain
three such Treasury Note quotations, the CMT Rate on such Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to maturity
based on the  arithmetic  mean of the  secondary  market offer side prices as of
approximately 3:30 p.m., New York City time, on such Interest Determination Date
of three CMT Rate Reference  Dealers in The City of New York (from five such CMT
Rate Reference  Dealers  selected by the  Calculation  Agent and eliminating the
highest  quotation  (or, in the event of  equality,  one of the highest) and the
lowest  quotation  (or,  in the  event of  equality,  one of the  lowest)),  for
Treasury Notes with an original maturity of the number of years that is the next
highest to the  Designated  CMT Maturity  Index and a remaining term to maturity
closest to the  Designated  CMT Maturity Index and in an amount of at least $100
million.  If three or four (and not five) of such CMT Rate Reference Dealers are
quoting as described  above,  then the CMT Rate will be based on the  arithmetic
mean of the offer side prices obtained and neither the highest nor the lowest of
such quotes will be eliminated;  provided, however, that if fewer than three CMT
Rate Reference Dealers so selected by the Calculation Agent are quoting rates as
mentioned herein, the CMT Rate determined as of such Interest Determination Date
will be the CMT Rate in  effect  on such  Interest  Determination  Date.  If two
Treasury  Notes with an original  maturity as described in the second  preceding
sentence have  remaining  terms to maturity  equally close to the Designated CMT
Maturity Index,  the Calculation  Agent will obtain from five CMT Rate Reference
Dealers  quotations  for the Treasury  Note with the shorter  remaining  term to
maturity.

        "Designated  CMT  Telerate  Page"  means  the  display  on the Dow Jones
Markets  Service on the page  specified on the face hereof (or any other page as
may replace  such page on that  service for the purpose of  displaying  Treasury
Constant  Maturities as reported in H.15(519)).  If no such page is specified on
the face hereof,  the  Designated  CMT Telerate  page shall be 7052 for the most
recent week.

        "Designated CMT Maturity Index" means the original period to maturity of
the  U.S.  Treasury  securities  (either  1, 2, 3, 5,  7,  10,  20 or 30  years)
specified  on the  face  hereof  with  respect  to which  the CMT  Rate  will be
calculated.  If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be 2 years.

        Determination  of Prime  Rate.  If the Base  Rate set  forth on the face
hereof is the Prime Rate,  this  Security  will bear  interest for each Interest
Reset Period at the interest rate


                                       17





calculated with reference to the Prime Rate and the Spread or Spread Multiplier,
if any, set forth on the face hereof.

        Unless  otherwise set forth on the face hereof,  the "Prime Rate" means,
with  respect to any  Interest  Reset Date,  the rate set forth for the relevant
Interest Determination Date in H.15(519) under the heading "Bank Prime Loan." In
the event  that such rate is not  published  prior to 9:00  a.m.,  New York City
time, on the relevant Calculation Date, then the Prime Rate with respect to such
Interest Reset Date will be determined by the Calculation  Agent and will be the
arithmetic  mean of the rates of interest  publicly  announced by each bank that
appears on the display  designated  as page  "USPRIME 1" on the Reuters  Monitor
Money  Rates  Service  (or such other page as may  replace the USPRIME 1 page on
that service for the purpose of displaying  prime rates or base lending rates of
major United  States  banks)  ("Reuters  Screen  USPRIME 1 Page") as such bank's
prime rate or base  lending  rate as in effect for such  Interest  Determination
Date  as  quoted  on  the  Reuters  Screen  USPRIME  1  Page  on  such  Interest
Determination  Date. If fewer than four such rates appear on the Reuters  Screen
USPRIME 1 Page on such Interest  Determination Date, the Prime Rate with respect
to such Interest Reset Date will be determined by the Calculation Agent and will
be the  arithmetic  mean of the prime rates or base lending rates (quoted on the
basis of the actual  number of days in the year divided by a 360-day year) as of
the close of business on such Interest  Determination  Date by three major banks
in The City of New York selected by the Calculation  Agent;  provided,  however,
that if fewer than three banks  selected as aforesaid by the  Calculation  Agent
are quoting rates as mentioned in this sentence,  the Prime Rate with respect to
such  Interest  Reset  Date  will be the Prime  Rate in effect on such  Interest
Determination Date.

        Reference herein to "U.S. dollars" or "U.S.$" or "$" are to the currency
of the United States of America.

        Section 4. Redemption.  If so specified on the face hereof,  the Company
may at its option  redeem this Security in whole or from time to time in part on
or after the date  designated as the Initial  Redemption Date on the face hereof
at prices  declining  from a specified  premium,  if any, to par  together  with
accrued interest to the Redemption Date. The Company may exercise such option by
causing  the  Trustee to mail,  first class  postage  prepaid,  a notice of such
redemption at least 30 but not more than 60 days prior to the  Redemption  Date,
setting forth the applicable  redemption  price,  Redemption Date, and principal
amount of this  Security  to be  redeemed.  In the event of  redemption  of this
Security in part only, a new Security or Securities for the  unredeemed  portion
hereof  shall be issued in the name of the Holder  hereof upon the  cancellation
hereof.  If less than all of the  Securities  with like  tenor and terms to this
Security are to be redeemed,  the Securities to be redeemed shall be selected by
the Trustee by such method as the Trustee shall deem fair and appropriate.



                                       18





        Section 5. Optional Repayment.  If so specified on the face hereof, this
Security  will be repayable  prior to the Stated  Maturity Date at the option of
the  Holder on the  Optional  Repayment  Dates  shown on the face  hereof at the
Optional  Repayment  Prices  shown  on the face  hereof  together  with  accrued
interest to the applicable  Optional  Repayment Date. In order for this Security
to be repaid,  the  Company  must  receive at least 30 but not more than 45 days
prior to an Optional  Repayment  Date this Security with the form below entitled
"Option to Elect  Repayment"  duly  completed.  Any tender of this  Security for
repayment shall be irrevocable, except as otherwise provided in Sections 5 and 6
hereof. The repayment option may be exercised by the Holder of this Security for
less  than the  entire  principal  amount  of the  Security;  provided  that the
principal  amount of the Security  remaining  outstanding  after repayment is an
authorized  denomination.  Upon such partial  repayment  this Security  shall be
cancelled and a new Security or Securities  for the remaining  principal  amount
hereof shall be issued in the name of the Holder of this Security.

        Section 6. Optional  Interest Reset. If so specified on the face hereof,
the  interest  rate on this  Security may be reset by the Company on the date or
dates specified on the face hereof (each an "Optional Reset Date").  The Company
may exercise  such option with respect to this Security by notifying the Trustee
of such  exercise  at least 50 but not more than 60 days  prior to the  Optional
Reset Date for this  Security.  Not later  than 40 days  prior to each  Optional
Reset Date,  the Trustee will mail to the Holder of this  Security a notice (the
"Reset Notice"), first class, postage prepaid, setting forth (i) the election of
the Company to reset the interest  rate,  (ii) such new interest  rate and (iii)
the  provisions,  if any, for  redemption  during the period from such  Optional
Reset Date to the next Optional  Reset Date or if there is no such next Optional
Reset Date, to the Stated  Maturity Date of this Security  (each such period,  a
"Subsequent  Interest  Period"),  including  the  date or  dates on which or the
period or periods during which and the price or prices at which such  redemption
may occur during the Subsequent Interest Period.

        Notwithstanding  the  foregoing,  not  later  than 20 days  prior to the
Optional  Reset Date,  the Company may, at its option,  revoke the interest rate
provided for in the Reset Notice and  establish a higher  interest  rate for the
Subsequent Interest Period commencing on such Optional Reset Date by causing the
Trustee  to mail  notice  of such  higher  interest  rate to the  Holder of this
Security. Such Notice shall be irrevocable. All Securities with respect to which
the  interest  rate is reset on an  Optional  Reset  Date will bear such  higher
interest rate, whether or not tendered for repayment.

        If the Company  elects to reset the  interest  rate,  the Holder of this
Security  will have the  option  to  elelect  repayment  by the  Company  of the
principal of this  Security on any  Optional  Reset Date at a price equal to the
principal  amount hereof plus any accrued  interest to such Optional Reset Date.
In order to obtain  repayment on an Optional  Reset Date, the Holder must follow
the procedures set forth above for optional repayment except that the period for
delivery of this  Security or  notification  to the Trustee shall be at least 25
but not more than 35 days prior to such Optional  Reset Date and except that, if
the Holder has


                                       19





tendered this Security for  repayment  pursuant to the Reset Notice,  the Holder
may, by written  notice to the  Trustee,  revoke any such  tender for  repayment
until the close of business on the tenth day prior to such Optional Reset Date.

        Section 7. Optional  Extension of Maturity.  If so specified on the face
hereof,  the Stated Maturity Date of this Security may be extended at the option
of the Company for the period or periods  specified on the face hereof (each, an
"Extension  Period")  up to but not beyond the date (the "Final  Maturity")  set
forth on the face hereof.  The Company may exercise  such option with respect to
this Security by notifying the Trustee of such exercise at least 50 but not more
than 60 days prior to the Stated  Maturity Date of this Security in effect prior
to the exercise of such option (the "Original  Stated  Maturity  Date").  If the
Company  exercises  such  option,  the  Trustee  will mail to the Holder of this
Security not later than 40 days prior to the  Original  Stated  Maturity  Date a
notice (the "Extension Notice"),  first class,  postage prepaid,  indicating (i)
the  election of the Company to extend the Stated  Maturity  Date,  (ii) the new
Stated Matirity Date, (iii) the interest rate applicable to the Extension Period
and (iv) the provisions,  if any, for redemption  during such Extension  Period,
including  the date or dates on which or the period or periods  during which and
the price or prices at which such  redemption  may occur  during  the  Extension
Period.  Upon the Trustee's mailing of the Extension Notice, the Stated Maturity
Date of this Security shall be extended automatically and, except as modified by
the Extension Notice and as described in the next paragraph,  this Security will
have the same terms as prior to the mailing of such Notice.

        Notwithstanding  the  foregoing,  not  later  than 20 days  prior to the
Original  Stated  Maturity Date of this Security the Company may, at its option,
revoke the interest rate  provided for in the  Extension  Notice and establish a
higher  interest  rate for the  Extension  Period by causing the Trustee to mail
notice of such higher interest rate, first class, postage prepaid, to the Holder
of this Security. Such notice shall be irrevocable.  All Securities with respect
to which the Stated  Maturity  Date is extended  will bear such higher  interest
rate  for the  Extension  Period,  whether  or not  tendered  for  repayment  as
described below.

        If the  Company  elects  to  extend  the  Stated  Maturity  Date of this
Security, the Holder will have the option to elect repayment of this Security by
the  Company  on the  Original  Stated  Maturity  Date at a price  equal  to the
principal  amount  hereof,  plus any accrued  interest to such date. In order to
obtain  repayment  on the  Original  Stated  Maturity  Date once the Company has
extended the Stated Maturity Date hereof,  the Holder must follow the procedures
set forth above for  optional  repayment  except that the period for delivery of
this Security or  notification  to the Trustee shall be at least 25 but not more
than 35 days prior to the Original  Stated Maturity Date and except that, if the
Holder has tendered this Security for repayment pursuant to an Extension Notice,
the Holder  may by  written  notice to the  Trustee  revoke any such  tender for
repayment  until the close of  business  on the tenth day prior to the  Original
Stated Maturity Date.



                                       20





        Section 8. Sinking Fund. Unless otherwise  specified on the face hereof,
this Security will not be subject to any sinking fund.

        Section 9. Discount Securities. If this Security is a Discount Security,
the amount  payable in the event of redemption by the Company,  repayment at the
option of the  Holder or  acceleration  of  Maturity,  in lieu of the  principal
amount  due at the  Stated  Maturity  hereof,  shall  be equal to the sum of (i)
unpaid interest,  if any, on this Security accrued from the date of issue to the
date of such redemption,  repayment or acceleration of maturity, as the case may
be, and (ii) the  Amortized  Face Amount of this Security as of the date of such
redemption,  repayment  or  acceleration.  The  "Amortized  Face Amount" of this
Security  shall be the amount  equal to (a) the Issue Price (as set forth on the
face hereof) plus (b) that portion of the difference between the Issue Price and
the  principal  amount  hereof that has accrued at the Yield to Maturity (as set
forth on the face hereof) (computed in accordance with generally accepted United
States bond yield computation  principles) at the date as of which the Amortized
Face Amount is  calculated,  but in no event shall the Amortized  Face Amount of
this Security exceed its stated principal amount.

        Section  10.  Modification  and  Waivers;   Obligation  of  the  Company
Absolute.  The Indenture  permits,  with certain exceptions as therein provided,
the amendment  thereof and the modification of the rights and obligations of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of all  Securities at the time  Outstanding  to be affected.  The Indenture also
contains  provisions  permitting  the  Holders  of not less than a  majority  in
aggregate principal amount of the Securities at the time Outstanding,  on behalf
of the Holders of all Outstanding Securities, to waive compliance by the Company
with certain provisions of the Indenture, and contains provisions permitting the
Holders of not less than a majority in aggregate  principal  amount,  in certain
instances  of the  Outstanding  Securities  of  individual  series  and in other
instances of all Securities at the time  Outstanding,  to waive on behalf of all
of the Holders of Securities of such individual  series or of the Holders of all
Securities at the time  Outstanding,  as the case may be,  certain past defaults
under the  Indenture and their  consequences.  Any such consent or waiyer by the
Holder of this  Security  shall be  conclusive  and binding upon such Holder and
upon all future  Holders of this  Security and of any  Security  issued upon the
registration  of  transfer  hereof or in  exchange  herefor  or in lieu  hereof,
whether or not notation of such consent or waiver is made upon this Security.

        No reference  herein to the  Indenture and no provision of this Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is absolute and  unconditional,  to pay or make provision as provided in Article
Fourteen of the  Indenture  for the payment of the amount of  principal  of (and
premium,  if any) and  interest on this  Security  herein  provided,  and at the
times, place and rate, and in the coin or currency, herein prescribed.



                                       21





        Section 11. Defeasance and Covenant  Defeasance.  The Indenture contains
provisions  for  defeasance  at any time of (a) the entire  indebtedness  of the
Company on this Security and (b) certain  restrictive  covenants and the related
defaults  and Events of Default,  upon  compliance  by the Company  with certain
conditions set forth therein,  which provisions  apply to this Security,  unless
otherwise specified on the face hereof.

        Section 12. Authorized Denominations.  The Securities of this series are
issuable only in global or certificated  registered  form,  without coupons and,
unless  otherwise  specified  above  (and  other  than  Global  Securities),  in
denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
As provided in the  Indenture  and  subject to certain  limitations  therein set
forth and to the limitations described below, if applicable,  Securities of this
series are exchangeable  for a like aggregate  principal amount of Securities of
this  series  and of like  tenor  of a  different  authorized  denomination,  as
requested by the Holder surrendering the same.

        Section 13.  Registration of Transfer.  As provided in the Indenture and
subject to certain  limitations therein set forth, the transfer of this Security
is  registrable  in the Security  Register,  upon surrender of this Security for
registration  of  transfer  at the office or agency of the  Company in any place
where the principal of (and  premium,  if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form  satisfactory  to the Company and the Seecurity  Registrar duly executed by
the Holder hereof or his attorney duly authorized in writing,  and thereupon one
or more new Securities of this series,  of authorized  denominations and for the
same aggregate principal amount, will be issued to the designated  transferee or
transferees.

        If this Security is a Global  Security,  this  Security is  exchangeable
only if the  Depository  is at any time  unwilling  or  unable  to  continue  as
depository and a successor  depository is not appointed by the Company within 90
days, or the Depository has ceased to be a clearing agency  registered under the
Securities  Exchange  Act of 1934,  as amended.  In such case,  the Company will
issue Securities in certificated  form in exchange for each Global Security.  In
addition,  the  Company  may at  any  time  determine  not  to  have  Securities
represented by a Global Security,  and, in such event,  will issue Securities in
certificated  form  in  exchange  for  the  Global  Security  representing  such
Security.  In addition,  if there shall have occurred and be continuing an Event
of Default,  the Company will issue Securities in certificated  form in exchange
for each  Global  Security.  In any  such  instance,  an  owner of a  beneficial
interest  in a  Global  Security  will  be  entitled  to  physical  delivery  in
certificated  form of Securities  equal in principal  amount to such  beneficial
interest  and to have such  Securities  registered  in its name.  Securities  so
issued in certificated form will be issued in denominations of $100,000 (or such
other denomination as shall be specified by the Company) or any amount in excess
thereof which is an integral multiple of $1,000 and will be issued in registered
form only, without coupons.



                                       22





        No service charge shall be made for any such registration of transfer or
exchange,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        Prior to due presentment of this Security for  registration of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

        Section 14.  Events of Default.  If an Event of Default  with respect to
the  Securities  of this  series  shall have  occurred  and be  continuing,  the
principal of all the  Securities  of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.

        Section 15.  Defined  Terms.  All terms used in this Security  which are
defined  in the  Indenture  shall  have  the  meanings  assigned  to them in the
Indenture.

        Section  16.  Governing  Law.  This  Security  shall be  governed by and
construed in accordance with the law of the State of New York.





                                       23





                            OPTION TO ELECT REPAYMENT

        The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal  amount of this Security or portion hereof below
designated at (i) the Optional  Repayment Price indicated on the face hereof, if
this  Security is to be repaid  pursuant  to the  Optional  Repayment  provision
hereof,  or (ii) 100% of the principal amount of this Security to be repaid plus
accrued  interest to the Optional  Reset Date,  if this Security is to be repaid
pursuant to the Optional  Interest Reset  provision  hereof,  or to the Original
Maturity  Date,  if this  Security  is to be  repaid  pursuant  to the  Optional
Extension of Maturity provision hereof.



Dated:
      ---------------------------------         --------------------------------
                                                           Signature

                                                Sign exactly as  name appears on
SIGNATURE GUARANTEED:                           the   front  of  this   Security
                                                [SIGNATURE     GUARANTEED     --
                                                required only if Securities  are
                                                to be issued  and  delivered  to
                                                other   than   the    registered
- ---------------------------------------         holder]

Principal amount to be repaid, if amount        Fill  in  for   registration  of
if to to be  repaid  is  less  than  the        Securities  be issued  otherwise
principal   amount   of  this   Security        than to the registered holder:  
(principal  amount  remaining must be an        
authorized denomination)                        Name:
                                                     ---------------------------

                                                Address:
                                                        ------------------------

                                                --------------------------------
                                                 (Please print name and address,
                                                       including  zip code)

                                                     SOCIAL SECURITY OR OTHER
                                                        TAXPAYER ID NUMBER


                                                --------------------------------




                                       24





                                     ABBREVIATIONS

        The following abbreviations, when used in the inscription on the face of
this  instrument,  shall be  construed  as though they were  written out in full
according to applicable laws or regulations:

               TEN COM               -      as tenants in common

               TEN ENT               -      as tenants by entireties

               JT TEN                -      as joint tenants with right of
                                            survivorship and not as tenants in
                                            common

               UNIF GIFT MIN ACT     -            Custodian      
                                            ------         ---------
                                            (Cust)          (Minor)

                      Under Uniform Gifts to Minors Act
                                                       -------------
                                                          (State)

     Additional abbreviations may also be used though not in the above list.




                                       25




               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto



- --------------------------------------------------------------------------------
      Please print or type name and address, including zip code of assignee



- --------------------------------------------------------------------------------
          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE



- --------------------------------------------------------------------------------
      the within Security of UNITED TECHNOLOGIES CORPORATION and all rights
          thereunder and does hereby irrevocably constitute and appoint


- --------------------------------------------------------------------------------
         to transfer the said Security on the books of the within-named
           Company, with full power of substitution in the premises.

Dated
     ----------------------------------

SIGNATURE GUARANTEED:
                                            ------------------------------------

                                            NOTICE:   The   signature   to  this
                                            assignment  must correspond with the
- ---------------------------------------     name as it appears  upon the face of
                                            the   within   Security   in   every
                                            particular,  without  alteration  or
                                            enlargement     or    any     change
                                            whatsoever.




                                       26

CUSIP NO.
Registered                                                           Face Amount
No. FL-

                         UNITED TECHNOLOGIES CORPORATION
                           MEDIUM-TERM NOTE, SERIES B
                              (SINGLE INDEXED NOTE)
             Due from Nine Months to Thirty Years from Date of Issue

        If the  registered  owner of this Security (as  indicated  below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository, this
Security is a Global  Security and the following  legend is  applicable:  Unless
this certificate is presented by an authorized  representative of The Depository
Trust Company (55 Water Street,  New York,  New York) to the issuer or its agent
for registration of transfer,  exchange or payment and any certificate issued is
registered  in the name of CEDE & CO.,  or such  other name as  requested  by an
authorized  representative  of The Depository Trust Company,  and any payment is
made to CEDE & CO.,  ANY  TRANSFER,  PLEDGE  OR OTHER  USE  HEREOF  FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL,  since the  registered  owner hereof,
CEDE & CO., has an interest herein.

IF  APPLICABLE,  THE "TOTAL  AMOUNT OF OID,"  "YIELD TO  MATURITY"  AND "INITIAL
ACCRUAL  PERIOD  OID"  (COMPUTED  UNDER THE  APPROXIMATE  METHOD)  BELOW WILL BE
COMPLETED  SOLELY FOR THE PURPOSES OF APPLYING  THE FEDERAL  INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY DATE:

BASE RATE:

INITIAL INTEREST RATE:

INDEX MATURITY:

SPREAD (PLUS OR MINUS):

SPREAD MULTIPLIER:

AUTHORIZED DENOMINATIONS:

CALCULATION AGENT:



                                    




MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

INTEREST RESET PERIOD:

INTEREST RESET DATES:

INTEREST PAYMENT PERIOD:

INTEREST PAYMENT DATES:

REPORTING SERVICE:

DESIGNATED CMT TELERATE PAGE:

DESIGNATED CMT MATURITY INDEX:

SPECIFIED CURRENCY:

EXCHANGE RATE AGENT:

OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY:  |_| YES |_| NO

DENOMINATED CURRENCY:

INDEXED CURRENCY:

BASE EXCHANGE RATE:

DETERMINATION AGENT:

REFERENCE DEALERS:

SINKING FUND:

TOTAL AMOUNT OF OID:

YIELD TO MATURITY:

INITIAL ACCRUAL PERIOD OID:

OPTION TO ELECT REPAYMENT: |_| YES |_| NO


                                        2





OPTIONAL REPAYMENT DATES:

OPTIONAL REPAYMENT PRICES:

OPTIONAL INTEREST RATE RESET:  |_| YES |_| NO

OPTIONAL RESET DATES:

OPTIONAL EXTENSION OF MATURITY:  |_| YES |_| NO

LENGTH OF EXTENSION PERIOD:

NUMBER OF EXTENSION PERIODS:

FINAL MATURITY DATE:

DEPOSITORY:

OPTIONAL REDEMPTION:  |_| YES |_| NO

INITIAL REDEMPTION DATE:

DEFEASANCE:  |_| YES |_| NO

COVENANT DEFEASANCE:   |_| YES |_| NO

OTHER PROVISIONS:

        IF APPLICABLE AS DESCRIBED  ABOVE,  THE REDEMPTION PRICE SHALL INITIALLY
BE  _______%  OF THE  PRINCIPAL  AMOUNT OF THIS  SECURITY  PAYABLE AT THE STATED
MATURITY  DATE  AND  SHALL  DECLINE  AT EACH  ANNIVERSARY  (EACH  SUCH  DATE,  A
"REDEMPTION  DATE") OF THE INITIAL  REDEMPTION DATE BY ______% OF SUCH PRINCIPAL
AMOUNT UNTIL THE REDEMPTION  PRICE IS 100% OF SUCH PRINCIPAL  AMOUNT;  PROVIDED,
HOWEVER,  THAT IF THIS SECURITY IS A DISCOUNT  SECURITY,  THE  REDEMPTION  PRICE
SHALL BE THE  AMORTIZED  FACE  AMOUNT,  AS DESCRIBED  ON THE REVERSE  HEREOF.  A
DISCOUNT  SECURITY IS ANY SECURITY  FOR WHICH THE TOTAL AMOUNT OF OID  SPECIFIED
ABOVE IS GREATER THAN ZERO.

        UNITED TECHNOLOGIES  CORPORATION,  a Delaware corporation (herein called
the "Company," which term includes any successor corporation under the Indenture
hereinafter  referred  to),  for  value  received,  hereby  promises  to  pay to
__________________________ or registered assigns, in the Denominated Currency on
the Stated Maturity Date the principal sum equal to the Face Amount hereof, plus
or minus an amount determined by the Determination Agent in accordance


                                        3





with the  formula  set forth  below and to pay  interest  on the Face  Amount as
described below and on the reverse hereof.

        If the Spot Rate exceeds or equals the Base Exchange Rate, the principal
amount of this  Security  payable at the Stated  Maturity  Date  (which,  unless
otherwise specified on the face hereof,  shall in no event be greater than twice
the Face Amount of this Security) shall equal:

                                            
        Face Amount + (Face Amount x   Spot Rate -- Base Exchange Rate
                                     -----------------------------------)
                                                  Spot Rate

        If the Base Exchange Rate exceeds the Spot Rate, the principal amount of
the Security  payable at the Stated  Maturity Date (which shall, in no event, be
less than zero) shall equal:

                                            
        Face Amount -- (Face Amount x  Base Exchange Rate -- Spot Rate
                                     -----------------------------------)
                                                  Spot Rate

        where (i) "Base Exchange Rate" is the exchange rate,  expressed in units
of the Indexed Currency per one unit of Denominated Currency,  specified as such
above  and (ii)  "Spot  Rate" is the  rate,  expressed  in units of the  Indexed
Currency per one unit of  Denominated  Currency,  which shall be the  arithmetic
mean of the open market spot offer quotations for the Indexed Currency (spot bid
quotations for the Denominated  Currency)  obtained by the  Determination  Agent
from  the  Reference  Dealers  specified  above in The City of New York at 11:00
a.m.,  New York City time,  on the second  Exchange Rate Day prior to the Stated
Maturity  Date (the  "Determination  Date"),  for an amount of Indexed  Currency
equal to the Face Amount hereof  multiplied by the Base Exchange  Rate, in terms
of the Denominated  Currency for settlement on the Stated Maturity Date. If such
quotations  from the Reference  Dealers are not  available on the  Determination
Date due to circumstances beyond the control of the Company or the Determination
Agent,  the Spot  Rate  will be  determined  on the  basis of the most  recently
available  quotations from the Reference Dealers.  If the Spot Rate is less than
or equal to one-half of the Base Exchange  Rate, the Spot Rate will be deemed to
be one-half of the Base Exchange  Rate and no principal  amount shall be payable
hereon at the Stated Maturity Date.

        "Exchange Rate Day" means any day which is a Business Day in The City of
New York and, if the Denominated Currency or Indexed Currency is any currency or
currency unit other than U.S. dollars,  in the principal financial center of the
country of such Denominated Currency or any Indexed Currency.

        "Reference  Dealers" means the three banks or firms specified as such on
the face hereof or, if any of them shall be  unwilling  or unable to provide the
requested quotations, such other major money center bank or banks in The City of
New York selected by the Company, in consultation with the Determination  Agent,
to act as Reference Dealer or Dealers in replacement therefor.

        In the event of any optional redemption by the Company, any repayment at
the option of the Holder or  acceleration of the Maturity of this Security prior
to the Stated Maturity Date, the term


                                        4





"Stated  Maturity  Date" shall  refer to the date of  redemption,  repayment  or
acceleration of this Security.

        The Company  shall pay interest on the Face Amount hereof at the Initial
Interest  Rate shown  above from the  Original  Issue Date shown above until the
first  Interest  Reset Date shown above  following  the Original  Issue Date and
thereafter  at the Base Rate shown above,  plus or minus the Spread,  if any, or
multiplied  by the  Spread  Multiplier,  if  any,  shown  above,  determined  in
accordance with the provisions on the reverse hereof, until the principal hereof
is paid or made  available  for  payment.  The Company will pay interest on each
Interest  Payment  Date  specified  above,  commencing  with the first  Interest
Payment Date next succeeding the Original Issue Date, and at Maturity; provided,
however,  that any payment of principal (and premium,  if any) or interest to be
made  on any  Interest  Payment  Date  or on a date  of  Maturity  that is not a
Business Day shall be made on the next  succeeding  Business Day (except that if
the  Base  Rate  specified  above  is  LIBOR,  and  such  day  falls in the next
succeeding  calendar  month,  such  payment  will be made on the next  preceding
Business Day) as described on the reverse hereof. For purposes of this Security,
"Business Day" means any day,  other than a Saturday or Sunday,  that meets each
of the  following  applicable  requirements:  the day is (a) not a day on  which
banking  institutions  are  authorized  or required by law or  regulation  to be
closed in The City of New York, (b) if the Specified Currency shown above is not
U.S.  dollars,  (i) not a day on which banking  institutions  are  authorized or
required by law or regulation  to close in the  financial  center of the country
issuing the Specified  Currency (which,  in the case of European Currency Units,
shall be Brussels, Belgium) and (ii) a day on which banking institutions in such
financial  center are carrying out  transactions in such Specified  Currency and
(c) if the Base Rate shown above is LIBOR, a London Banking Day. "London Banking
Day" means any day on which  dealings in deposits in the Specified  Currency are
transacted in the London interbank market.

        The interest so payable,  and  punctually  paid or duly provided for, on
any Interest Payment Date or at Maturity will, as provided in such Indenture, be
paid to the  Person in whose  name  this  Security  (or one or more  Predecessor
Securities) is registered at the close of business on the fifteenth day (whether
or not a Business Day) next  preceding  such  Interest  Payment Date (a "Regular
Record Date") in the case of interest  payments  other than at Maturity,  and on
the date of Maturity in the case of an interest payment at Maturity,  whether or
not such Regular  Record Date or date of Maturity is a Business  Day;  provided,
however,  that in the case of a  Security  originally  issued  between a Regular
Record Date and the initial  Interest  Payment Date  relating to such  Security,
interest for the period  beginning on the Original Issue Date and ending on such
initial  Interest  Payment Date shall be paid on such initial  Interest  Payment
Date to the  Person to whom such  Security  shall have been  originally  issued;
provided further that in the case of a Global Security originally issued between
a Regular  Record Date and the initial  Interest  Payment Date  relating to such
Security,  interest  for the period  beginning  on the  Original  Issue Date and
ending on such  initial  Interest  Payment  Date  shall be paid on the  Interest
Payment Date following the next succeeding Regular Record Date to the registered
Holder on such next  succeeding  Regular  Record Date.  Any such interest not so
punctually  paid or duly provided for will forthwith  cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities)


                                        5





is registered at the close of business on a Special  Record Date for the payment
of such Defaulted  Interest to be fixed by the Trustee,  notice whereof shall be
given to Holders of  Securities  of this  series not less than ten days prior to
such Special Record Date, or be paid at any time in any other lawful manner, all
as more fully provided in said Indenture.

        All payments in respect of this  Security  will be made in U.S.  dollars
regardless of the Specified  Currency shown above unless the Holder hereof makes
the election  described  below.  If the Specified  Currency shown above is other
than U.S. dollars, the Company or its agent will arrange to convert all payments
in respect  hereof  into U.S.  dollars in the manner  described  on the  reverse
hereof,  provided,  however,  that the Holder hereof may, if so indicated above,
elect to receive  all  payments  in such  Specified  Currency  by  delivery of a
written  request to the Company's  co-paying  agent (the "Paying  Agent") in The
City of New York,  which must be received by the Co-Paying  Agent on or prior to
the applicable  record date or at least fifteen calendar days prior to Maturity,
as the case may be; provided  further that if the Holder of this Security elects
to receive  all such  payments  in a  Specified  Currency  that is replaced by a
single  European  currency  (expected  to be named  the  euro),  the  amount  of
principal of, premium,  if any, or interest payable on any Security  denominated
in such  currency  shall be determined  in the new single  European  currency in
conformity with legally applicable  measures taken pursuant to, or by virtue of,
the treaty  establishing  the  European  Community,  as amended by the treaty on
European Union.  Such election will remain in effect unless and until changed by
written  notice to the Co-Paying  Agent,  but the  Co-Paying  Agent must receive
written notice of any such change on or prior to the  applicable  record date or
at least fifteen calendar days prior to Maturity,  as the case may be. Until the
Securities  are paid or payment  therefor is provided  for, the Company will, at
all  times,  maintain  a  Co-Paying  Agent in The City of New  York  capable  of
performing the duties  described  herein to be performed by the Co-Paying Agent.
The Company has appointed  State Street Bank and Trust Company,  N.A., New York,
New York,  as Co-Paying  Agent.  If the Company  determines  that the  Specified
Currency  is not  available  for making  payments  in respect  hereof due to the
imposition  of exchange  controls or other  circumstances  beyond the  Company's
control,  or is no longer used by the  government  of the country  issuing  such
currency or for the  settlement of  transactions  by public  institutions  of or
within the international  banking  community,  then the Holder hereof may not so
elect to receive  payments in the Specified  Currency,  and any such outstanding
election shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.

        In the event of an official  redenomination  of the  Specified  Currency
shown  above,  the  obligations  of the Company with respect to payments on this
Security   shall,   in  all  cases,   be  deemed   immediately   following  such
redenomination  to provide for payment of that amount of redenominated  currency
representing   the  amount  of  such   obligations   immediately   before   such
redenomination.  In no event shall any  adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above  relative to any other  currency  due solely to  fluctuations  in exchange
rates.

        Unless  otherwise  shown  above,  payment of interest  on this  Security
(other  than at  Maturity)  will be made by  check  (from an  account  at a bank
outside the United States if such check is payable


                                        6





in a currency other than U.S.  dollars) mailed to the registered  address of the
Person  entitled  thereto;  provided  that if the Holder hereof is the Holder of
U.S.  $10,000,000  or more in aggregate  principal  amount of Securities of like
tenor and term (or the equivalent  thereof in Specified Currency other than U.S.
dollars  determined as provided on the reverse hereof),  such interest  payments
will  be  made  in  immediately   available   funds,  but  only  if  appropriate
instructions have been received in writing by the Co-Paying Agent on or prior to
the  applicable  record  date.  Simultaneously  with any  election by the Holder
hereof to receive payments in respect hereof in the Specified Currency (if other
than  U.S.  dollars),  such  Holder  may,  if  applicable,  provide  appropriate
instructions  to the  Co-Paying  Agent,  and all such  payments  will be made in
immediately  available  funds to an account  maintained by the payee with a bank
located  outside  the United  States.  Unless  otherwise  specified  above,  the
principal  hereof (and premium,  if any) and interest hereon payable at Maturity
will be paid to the  Holder on the date of  Maturity  in  immediately  available
funds (payable to an account maintained by the payee with a bank located outside
the United States if payable in a Specified  Currency  other than U.S.  dollars)
upon surrender of this Security at the office of the Co-Paying Agent  maintained
for that purpose in The City and State of New York (or at such other location as
may be  specified  above),  provided  that this  Security  is  presented  to the
Co-Paying  Agent  in time  for the  Co-Paying  Agent to make  such  payments  in
accordance with its normal  procedures.  The Company will pay any administrative
costs  imposed  by banks in  connection  with  making  payments  in  immediately
available  funds,  but any tax,  assessment or governmental  charge imposed upon
payments will be borne by the Holders of the Securities in respect of which such
payments are made.

        If the  registered  owner of this Security (as  indicated  above) is the
Depository or a nominee of the  Depository,  this Security is a Global  Security
and the  following  legend is  applicable  except as  specified  on the  reverse
hereof:  THIS GLOBAL  SECURITY MAY NOT BE  TRANSFERRED  EXCEPT AS A WHOLE BY THE
DEPOSITORY  OR BY A NOMINEE  OF THE  DEPOSITORY  TO THE  DEPOSITORY  OR  ANOTHER
NOMINEE  OF  THE  DEPOSITORY  OR BY THE  DEPOSITORY  OR ANY  SUCH  NOMINEE  TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

        REFERENCE IS HEREBY MADE TO THE FURTHER  PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE  HEREOF,  WHICH FURTHER  PROVISIONS  SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

        Unless the certificate of authentication hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.




                                        7





        IN WITNESS  WHEREOF,  the Company has caused this  instrument to be duly
executed under its corporate seal.

Dated:

UNITED TECHNOLOGIES CORPORATION


By:
   ------------------------------------
         Vice President, Treasurer


Attest:
       --------------------------------
                 Secretary


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series  designated  therein  referred to in
the within-mentioned Indenture.

STATE STREET BANK AND TRUST COMPANY
As Trustee


By:
   ------------------------------------
           Authorized Officer




                                        8





                              [Reverse of Security]



               Section 1.  General.  This  Security is one of a duly  authorized
issue of securities of the Company (herein called the "Securities"),  issued and
to be  issued in one or more  series  under an  Indenture,  dated as of April 1,
1990,  as  it  may  be  supplemented  from  time  to  time  (herein  called  the
"Indenture"),  between the Company and State  Street Bank and Trust  Company (as
successor to The  Connecticut  National  Bank),  as Trustee  (herein  called the
"Trustee",  which term includes any successor  trustee under the Indenture  with
respect to the series of which this Security is a part),  to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective rights,  limitations of rights,  duties and immunities thereunder
of the Company,  the Trustee and the Holders of the  Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  This
Security  is one of the  series  set  forth on the  face  hereof,  unlimited  in
aggregate principal amount.

               Section 2. Payments. If the Specified Currency is other than U.S.
dollars, the amount of any U.S. dollar payment to be made in respect hereof will
be  determined  by the  Exchange  Rate Agent  specified  on the face hereof or a
successor thereto (the "Exchange Rate Agent"), based on the indicative quotation
in The City of New York selected by such  Exchange  Rate Agent at  approximately
11:00  a.m.,  New York City  time,  on the second  Business  Day  preceding  the
applicable  payment  date that yields the largest  number of U.S.  dollars  upon
conversion of the Specified  Currency.  Such selection  shall be made from among
the quotations from three recognized foreign exchange dealers in The City of New
York  selected by the  Exchange  Rate Agent and  approved by the Company (one of
which may be the Exchange  Rate Agent) for the  purchase by the quoting  dealer,
for settlement on such payment date, of the Specified Currency for U.S. dollars.
If no such bid quotations are available,  payments will be made in the Specified
Currency unless such Specified Currency is unavailable as provided below.

        If the Specified  Currency is other than U.S.  dollars and the Specified
Currency is unavailable  due to the imposition of exchange  controls or to other
circumstances beyond the Company's control, the Company will be entitled to make
payments in U.S. dollars on the basis of the noon buying rate in The City of New
York for cable  transfers in the  Specified  Currency as  certified  for customs
purposes by the Federal  Reserve Bank of New York (the "Market  Exchange  Rate")
for such Specified  Currency on the second  Business Day prior to the applicable
payment date. In the event such Market Exchange Rate is not then available,  the
Company will be entitled to make payments in U.S.  dollars (i) if such Specified
Currency  is not a  composite  currency,  on the  basis  of  the  most  recently
available  Market  Exchange  Rate for such  Specified  Currency  or (ii) if such
Specified  Currency  is a composite  currency,  in an amount  determined  by the
Exchange  Rate Agent to be the sum of the results  obtained by  multiplying  the
number of units of each component currency of such composite currency, as of the
most  recent  date on which  such  composite  currency  was  used by the  Market
Exchange Rate for such  component  currency on the second  Business Day prior to
such payment date (or if such Market Exchange Rate is not then available, by the
most recently available


                                        9





Market Exchange Rate for such component  currency).  From the start of the third
stage of European  Economic and Monetary  Union,  any payments on this  Security
that are  required  to be made in ECU will be payable in euro at the rate of one
euro for one ECU, and the provisions discussed in this paragraph will not result
in payment in U.S. dollars in such circumstances unless euros are no longer used
in the European Monetary System.

        All  currency  exchange  costs will be borne by the  Company  unless the
Holder of this  Security  has made an  election  to receive  all  payments  in a
Specified  Currency  other than U.S.  dollars.  In that case, the Holder of this
Security  shall bear its pro rata portion of currency  exchange  costs,  if any,
with all other electing Holders by deductions from payments otherwise due.

        Section 3. Interest Rate Calculations.  This Security will bear interest
from its  Original  Issue Date to the first  Interest  Reset Date at the Initial
Interest Rate set forth on the face hereof. Thereafter, the interest rate hereon
for each Interest  Reset Period will be determined by reference to the Base Rate
set forth on the face hereof, plus or minus the Spread, if any, or multiplied by
the Spread Multiplier, if any, set forth on the face hereof.

        As set forth on the face hereof,  this  Security may also have either or
both of the  following:  (i) a maximum  limitation,  or ceiling,  on the rate at
which interest may accrue during any interest period ("Maximum  Interest Rate");
and (ii) a minimum  limitation,  or  floor,  on the rate at which  interest  may
accrue during any interest period ("Minimum  Interest Rate"). In addition to any
Maximum  Interest  Rate that may be set forth on the face  hereof,  the interest
rate on this Security will in no event be higher than the maximum rate permitted
by  applicable  law, as the same may be modified by United States law of general
application.

        The rate of  interest  hereon  will be  reset  daily,  weekly,  monthly,
quarterly, semi-annually or annually (the "Interest Reset Period"), as set forth
on the face hereof.  Unless otherwise set forth on the face hereof,  the date or
dates on which  interest will be reset (each an "Interest  Reset Date") will be,
if this Security resets daily,  each Business Day; if this Security  (unless the
Base Rate set forth on the face hereof is the Treasury Rate) resets weekly,  the
Wednesday  of each  week;  if the Base Rate set forth on the face  hereof is the
Treasury Rate, and this Security resets weekly, the Tuesday of each week (except
as provided below); if this Security resets monthly, the third Wednesday of each
month; if this Security resets  quarterly,  the third Wednesday of March,  June,
September  and  December;  if this  Security  resets  semi-annually,  the  third
Wednesday of the two months set forth on the face hereof;  and if this  Security
resets annually,  the third Wednesday of the month set forth on the face hereof;
provided,  however,  that (a) the interest rate in effect from the Issue Date to
the first Interest Reset Date will be the Initial  Interest Rate as set forth on
the face hereof and (b) the Interest Rate in effect for the ten days immediately
prior to  Maturity  will be that in  effect  on the  tenth  day  preceding  such
Maturity.  If an  Interest  Reset  Date would  otherwise  be a day that is not a
Business  Day, such Interest  Reset Date shall be the next  succeeding  Business
Day,  except  that,  if the Base Rate set forth on the face hereof is LIBOR,  if
such Business Day is in the next succeeding  calendar month, such Interest Reset
Date shall be the next preceding Business Day. If the Base Rate set forth on the
face hereof is the Treasury  Rate,  and an auction for Treasury bills falls on a
day that is an


                                       10





Interest  Reset Date for this  Security,  such Interest  Reset Date shall be the
next succeeding Business Day.

        Unless  otherwise  set forth on the face hereof,  the  interest  payable
hereon on each  Interest  Payment  Date and at  Maturity  shall be the amount of
interest accrued from and including the Original Issue Date or the last Interest
Payment Date to which  interest has been paid to, but  excluding  such  Interest
Payment  Date or date of Maturity,  as the case may be. If the interest  rate is
reset daily or weekly,  interest  payable  hereon will be the amount of interest
accrued from and  including  the Original  Issue Date or from and  excluding the
last  date to  which  interest  has been  paid,  as the  case  may be,  to,  and
including,  the Regular Record Date immediately  preceding such Interest Payment
Date,  except that at  Maturity,  the interest  payable  will  include  interest
accrued  to, but  excluding,  the date of  Maturity.  Accrued  interest  will be
calculated by  multiplying  the principal  amount hereof by an accrued  interest
factor.  Such  accrued  interest  factor will be computed by adding the interest
factors  calculated  for each day in the period for which  accrued  interest  is
being calculated.  The interest factor for each such day is computed by dividing
the interest  rate  applicable on such day by 360, if the Base Rate set forth on
the face  hereof is the CD Rate,  Commercial  Paper  Rate,  Federal  Funds Rate,
LIBOR,  CMT Rate or Prime Rate or by the actual  number of days in the year,  if
the Base Rate set forth on the face hereof is the  Treasury  Rate.  The interest
rate  applicable to any day that is an Interest  Reset Date is the interest rate
as determined,  in accordance with the procedures  hereinafter  set forth,  with
respect to the Interest Determination Date (as defined below) pertaining to such
Interest  Reset  Date.  The  interest  rate  applicable  to any other day is the
interest rate for the  immediately  preceding  Interest Reset Date (or, if none,
the Initial Interest Rate, as set forth on the face hereof).

        Unless otherwise set forth on the face hereof, all percentages resulting
from  any  calculation  of the  rate of  interest  hereon  will be  rounded,  if
necessary,  to the nearest one hundred-thousandth of a percent (.0000001),  with
five  one-millionths  of a percentage  point  rounded  upward,  and all currency
amounts  used in or  resulting  from such  calculation  will be  rounded  to the
nearest  one-hundredth  of a unit  (with  five  one-thousandths  of a unit being
rounded upwards).

        Unless otherwise set forth on the face hereof, interest will be payable,
if this Security  resets daily or weekly or monthly,  on the third  Wednesday of
each month or on the third Wednesday of March,  June,  September and December of
each year, as set forth on the face hereof;  if this Security resets  quarterly,
on the third Wednesday of March,  June,  September and December of each year; if
this Security resets semi-annually, on the third Wednesday of the two months set
forth on the face hereof;  and if this Security  resets  annually,  on the third
Wednesday  of the month  set  forth on the face  hereof;  and in each  case,  at
Maturity.  Unless otherwise set forth on the face hereof, if an Interest Payment
Date would otherwise be a day that is not a Business Day, such Interest  Payment
Date shall be the next  succeeding  Business Day,  except that, if the Base Rate
set  forth  on the face  hereof  is LIBOR  and such day  would  fall in the next
succeeding calendar month, such Interest Payment Date will be the next preceding
Business  Day.  Any payment of  principal  (and  premium,  if any) and  interest
required  to be made  on  this  Security  on a date  of  Maturity  that is not a
Business Day will be made on the next  succeeding  Business  Day,  except in the
case of LIBOR Securities, if such Business


                                       11





Day would fall in the next succeeding  calendar month, such payment will be made
on the next preceding  Business Day (in each case with the same force and effect
as if made on such date of Maturity,  and no additional interest shall accrue as
a result of any such delayed payment).

        If the Base  Rate  set  forth on the  face  hereof  is the CD Rate,  the
Commercial  Paper Rate,  the Federal Funds Rate, the CMT Rate or the Prime Rate,
the "Interest  Determination Date" pertaining to an Interest Reset Date for this
Security will be the second  Business Day next  preceding  such  Interest  Reset
Date.  If the Base Rate set forth on the face  hereof  is LIBOR,  the  "Interest
Determination  Date" pertaining to an Interest Reset Date for this Security will
be the second London Banking Day next preceding such Interest Reset Date. If the
Base  Rate set forth on the face  hereof is the  Treasury  Rate,  the  "Interest
Determination  Date" pertaining to an Interest Reset Date for this Security will
be the day of the week,  in which  such  Interest  Reset  Date  falls,  on which
Treasury bills of the Index Maturity set forth on the face hereof are auctioned.
Treasury bills are normally sold at auction on Monday of each week,  unless that
day is a legal  holiday,  in which  case the  auction  is  normally  held on the
following Tuesday, except that such auction may be held on the preceding Friday.
If, as the result of a legal  holiday,  an  auction is so held on the  preceding
Friday,  such Friday will be the Interest  Determination  Date pertaining to the
Interest Reset Date occurring in the next succeeding week.

        The  "Calculation  Date," where  applicable,  pertaining  to an Interest
Determination Date, is the tenth calendar day after such Interest  Determination
Date or if any such day is not a Business Day, the next succeeding Business Day.

        The Company will  appoint and enter into an  agreement  with an agent (a
"Calculation Agent") to calculate the rate of interest on the Securities of this
series which bear interest at a floating rate. Unless otherwise set forth on the
face hereof,  State Street Bank and Trust Company will be the Calculation Agent.
At the request of the Holder  hereof,  the  Calculation  Agent will  provide the
interest  rate then in effect and, if  determined,  the interest  rate that will
become effective on the next Interest Reset Date.

        Subject to applicable  provisions of law and except as specified herein,
with respect to each Interest  Determination Date, the rate of interest shall be
the rate determined by the  Calculation  Agent in accordance with the provisions
of the applicable heading below.

        Determination  of CD Rate. If the Base Rate set forth on the face hereof
is the CD Rate,  this Security will bear interest for each Interest Reset Period
at the interest rate  calculated with reference to the CD Rate and the Spread or
Spread  Multiplier,  if any, set forth on the face hereof.  Unless otherwise set
forth on the face  hereof,  the "CD Rate"  means,  with  respect to any Interest
Determination Date, the rate on such date for negotiable certificates of deposit
having the Index Maturity set forth on the face hereof as published by the Board
of Governors of the Federal  Reserve System in "Statistical  Release  H-15(519),
Selected Interest Rates," or any successor publication of the Board of Governors
of the Federal  Reserve System  ("H.15(519)")  under the heading "CDs (Secondary
Market)"  or, if not so  published  by 9:00  a.m.,  New York City  time,  on the
Calculation


                                       12





Date  pertaining to such Interest  Determination  Date,  the CD Rate will be the
rate on such Interest Determination Date for negotiable  certificates of deposit
of the Index  Maturity  set forth on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release,  "Composite 3:30 p.m.
Quotations for U.S. Government  Securities," or any successor publication of the
Federal  Reserve  Bank of New York  ("Composite  Quotations")  under the heading
"Certificates  of  Deposit."  If such  rate is not yet  published  in  Composite
Quotations by 3.00 p.m., New York City time, on the Calculation  Date pertaining
to  such  Interest  Determination  Date,  then  the CD  Rate  on  such  Interest
Determination  Date will be calculated by the Calculation  Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York
City time, on such Interest Determination Date, of three leading nonbank dealers
in  negotiable  U.S.  dollar  certificates  of  deposit  in The City of New York
selected by the  Calculation  Agent for  negotiable  certificates  of deposit of
major United  States money center banks of the highest  credit  standing (in the
market for negotiable certificates of deposit) with a remaining maturity closest
to the Index  Maturity  set forth on the face hereof in a  denomination  of U.S.
$5,000,000;  provided, however, that if the dealers selected as aforesaid by the
Calculation  Agent are not quoting as  mentioned in this  sentence,  the rate of
interest  in effect for the  applicable  period  will be the rate of interest in
effect on such Interest Determination Date.

        Determination  of  Commercial  Paper Rate. If the Base Rate set forth on
the face hereof is the Commercial  Paper Rate,  this Security will bear interest
for each Interest Reset Period at the interest rate calculated with reference to
the Commercial Paper Rate and the Spread or Spread Multiplier, if any, set forth
on the  face  hereof.  Unless  otherwise  set  forth  on the  face  hereof,  the
"Commercial Paper Rate" means, with respect to any Interest  Determination Date,
the  Money  Market  Yield  (as  defined  below)  on such  date of the  rate  for
commercial paper having the Index Maturity set forth on the face hereof, as such
rate shall be published by the Board of Governors of the Federal  Reserve System
in  H.15(519)  under  the  heading  "Commercial   Paper--Nonfinancial"   or,  if
unavailable,  such  other  headings  representing  commercial  paper  issued  by
nonfinancial  entities  whose  bond  rating  is  "AA" or the  equivalent  from a
nationally  recognized  rating  agency.  In the  event  that  such  rate  is not
published  prior to 9:00  a.m.,  New York City  time,  on the  Calculation  Date
pertaining to such Interest  Determination  Date, then the Commercial Paper Rate
shall be the Money Market Yield on such Interest  Determination Date of the rate
for  commercial  paper of the Index  Maturity  set  forth on the face  hereof as
published by the Federal Reserve Bank of New York in Composite  Quotations under
the heading  "Commercial  Paper." If such rate is not yet published in Composite
Quotations by 3:00 p.m., New York City time, on the Calculation  Date pertaining
to such Interest  Determination  Date,  the  Commercial  Paper Rate shall be the
Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m.,
New York City time, on such Interest Determination Date of three leading dealers
of commercial  paper in The City of New York selected by the  Calculation  Agent
for commercial paper of the Index Maturity set forth on the face hereof,  placed
for  industrial  issuers  whose bond rating is "AA," or the  equivalent,  from a
nationally  recognized  rating agency;  provided,  however,  that if the dealers
selected as aforesaid by the Calculation  Agent are not quoting offered rates as
mentioned in this  sentence,  the rate of interest in effect for the  applicable
period  will be the rate of interest  in effect on such  Interest  Determination
Date.


                                       13





        "Money Market Yield" shall be a yield  calculated in accordance with the
following formula:

                                     D x 360
        MONEY MARKET YIELD =------------------------- x 100
                                 360 -- (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount  basis and expressed as a decimal,  and "M" refers to the actual
number of days in the Index Maturity.

        Determination  of Federal  Funds Rate. If the Base Rate set forth on the
face hereof is the Federal Funds Rate, this Security will bear interest for each
Interest  Reset Period at the interest  rate  calculated  with  reference to the
Federal Funds Rate and the Spread or Spread Multiplier, if any, set forth on the
face hereof.  Unless otherwise set forth on the face hereof,  the "Federal Funds
Rate" means, with respect to any Interest  Determination  Date, the rate on such
date for Federal  funds as  published  by the Board of  Governors of the Federal
Reserve System in H.15(519) under the heading "Federal Funds (Effective)" or, if
not so  published  by 9:00 a.m.,  New York City time,  on the  Calculation  Date
pertaining to such Interest  Determination  Date, the Federal Funds Rate will be
the rate on such Interest Determination Date as published by the Federal Reserve
Bank  of  New  York  in  Composite   Quotations   under  the  heading   "Federal
Funds/Effective Rate." If such rate is not yet published in Composite Quotations
by 3:00 p.m.,  New York City time, on the  Calculation  Date  pertaining to such
Interest   Determination   Date,  the  Federal  Funds  Rate  for  such  Interest
Determination  Date will be calculated by the Calculation  Agent and will be the
arithmetic mean of the rates for the last transaction in overnight Federal Funds
arranged by three leading  brokers of Federal Funds  transactions in The City of
New York selected by the Calculation Agent as of 11:00 a.m., New York City time,
on such Interest  Determination Date;  provided,  however,  that, if the brokers
selected as aforesaid by the  Calculation  Agent are not quoting as mentioned in
this sentence,  the rate of interest in effect for the applicable period will be
the rate of interest in effect on such Interest Determination Date.

        Determination of LIBOR. If the Base Rate set forth on the face hereof is
LIBOR,  this Security  will bear interest for each Interest  Reset Period at the
interest  rate  calculated  with  reference  to LIBOR  and the  Spread or Spread
Multiplier,  if any,  set forth on the face hereof.  With respect to  Securities
indexed to the London interbank  offered rate for U.S. dollar  deposits,  unless
otherwise set forth on the face hereof, "LIBOR" means the rate determined by the
Calculation Agent as follows:

               (i) (a) If "LIBOR Reuters" is specified on the face hereof as the
        Reporting Service,  with respect to an Interest  Determination Date, the
        Calculation  Agent will  determine  the  arithmetic  mean of the offered
        rates for deposits in U.S.  dollars for the period of the Index Maturity
        set forth on the face hereof which  appears on the "Reuters  Screen LIBO
        Page"  at  approximately  11:00  a.m.,  London  time,  on such  Interest
        Determination  Date.  "Reuters  Screen  LIBO  Page"  means  the  display
        designated as page "LIBO" on the Reuters Monitor Money Rates Service (or
        such other page as may  replace  the LIBO page on that  service  for the
        purpose of displaying London interbank offered rates of major banks). If
        at least two such


                                       14





        offered rates appear on the Reuters Screen LIBO Page, LIBOR with respect
        to such Interest  Determination  Date will be such  arithmetic  mean. If
        fewer than two such offered rates so appear,  then LIBOR with respect to
        such Interest  Determination  Date will be determined in accordance with
        (ii) below.

               (b) If "LIBOR  Telerate"  is  specified on the face hereof as the
        Reporting Service, or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
        specified,  LIBOR will be the rate for U.S.  dollar  deposits having the
        specified  Index  Maturity,   commencing  on  the  second  Business  Day
        immediately following such Interest Determination Date, which appears on
        the display  designated on page "3750" on the Telerate  Service (or such
        other page as may replace the "3750" page on the service for the purpose
        of  displaying  London  interbank  offered rates of major banks) (or, if
        such display is not available at any such time, a comparable display, as
        determined in the sole  discretion of, and selected by, the  Calculation
        Agent,  of  London  interbank  offered  rates of  major  banks as may be
        available  from a similar  service)  ("Telerate  Page 3750") as of 11:00
        a.m.,  London time,  on such  Interest  Determination  Date.  If no rate
        appears,  LIBOR  with  respect  to  such  Interest  Reset  Date  will be
        determined as described in (ii) below.

               (ii) With  respect to an Interest  Determination  Date,  if LIBOR
        Reuters is the applicable interest rate basis for determining LIBOR, and
        if fewer than two such offered  rates appear on the Reuters  Screen LIBO
        Page,  or if LIBOR  Telerate is the  applicable  interest rate basis for
        determining  LIBOR and no rate  appears on  Telerate  Page  "3750,"  the
        Calculation  Agent will request the  principal  London office of each of
        four major  banks in the London  interbank  market,  as  selected by the
        Calculation  Agent,  to provide the  Calculation  Agent with its offered
        quotation  for  deposits  in U.S.  dollars  for the  period of the Index
        Maturity set forth on the face hereof  commencing on such Interest Reset
        Date to prime  banks in the  London  interbank  market at  approximately
        11:00 a.m.,  London time, on such Interest  Determination  Date and in a
        principal  amount  equal to an amount of not less than U.S.  $1  million
        that is  representative  of a single  transaction in such market at such
        time. If at least two such  quotations  are provided,  LIBOR will be the
        arithmetic  mean of such  quotations.  If fewer than two such quotations
        are provided,  LIBOR in respect of such Interest Determination Date will
        be the arithmetic  mean of rates quoted by three major banks in The City
        of New York selected by the Calculation  Agent (after  consultation with
        the Company) at  approximately  11:00 a.m.,  New York City time, on such
        Interest  Determination  Date  for  loans  in U.S.  dollars  to  leading
        European  banks,  for the period of the Index  Maturity set forth on the
        face hereof,  commencing on such Interest  Reset Date and in a principal
        amount  equal to an  amount of not less than  U.S.  $1  million  that is
        representative  of a single  transaction  in such  market at such  time;
        provided,  however, that if fewer than three banks selected as aforesaid
        by the  Calculation  Agent  are  quoting  rates  as  mentioned  in  this
        sentence,  the rate of interest in effect for the applicable period will
        be the rate of interest in effect on such Interest Determination Date.



                                       15





        If this  Security is indexed to the London  interbank  offered  rate for
deposits  in a  Specified  Currency  other  than U.S.  dollars,  the  method for
determining such rate will be set forth on the face hereof.

        Determination  of Treasury  Rate. If the Base Rate set forth on the face
hereof is the Treasury Rate,  this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the Treasury Rate
and the  Spread  or Spread  Multiplier,  if any,  set forth on the face  hereof.
Unless otherwise set forth on the face hereof,  the "Treasury Rate" means,  with
respect to any  Interest  Determination  Date,  the rate for the auction held on
such date of direct  obligations of the United States ("Treasury  bills") having
the Index  Maturity  set forth on the face hereof as  published  by the Board of
Governors of the Federal  Reserve  System in H.15(519)  under the heading  "U.S.
Government  Securities -- Treasury bills -- auction average (investment)" or, if
not so  published  by 9:00 a.m.,  New York City time,  on the  Calculation  Date
pertaining  to such  Interest  Determination  Date,  the  auction  average  rate
(expressed  as a bond  equivalent,  rounded to the  nearest  one-hundredth  of a
percent,  with five one-thousandths of a percent rounded upward, on the basis of
a year of 365 or 366 days,  as  applicable,  and  applied  on a daily  basis) as
otherwise  announced by the United States  Department  of the  Treasury.  In the
event  that the  results  of the  auction  of  Treasury  bills  having the Index
Maturity set forth on the face hereof are not  published or reported as provided
above, by 3:00 p.m., New York City time, on such  Calculation Date or if no such
auction is held on such  Interest  Determination  Date,  then the Treasury  Rate
shall be  calculated by the  Calculation  Agent and shall be a yield to maturity
(expressed  as a bond  equivalent,  rounded to the  nearest  one-hundredth  of a
percent,  with five one-thousandths of a percent rounded upward, on the basis of
a year of 365 or 366 days, as  applicable,  and applied on a daily basis) of the
arithmetic  mean of the secondary  market bid rates,  as of  approximately  3:30
p.m., New York City time, on such Interest  Determination Date, of three leading
primary United States government  securities dealers selected by the Calculation
Agent for the issue of Treasury bills with a remaining  maturity  closest to the
Index  Maturity set forth on the face  hereof,  provided,  however,  that if the
dealers selected as aforesaid by the Calculation Agent are not quoting bid rates
as mentioned in this sentence,  the interest rate for the applicable period will
be the interest rate in effect on such Interest Determination Date.

        Determination of CMT Rate. If the Base Rate set forth on the face hereof
is the CMT Rate, this Security will bear interest for each Interest Reset Period
at the interest  rate  calculated  with  reference to the Treasury  Rate and the
Spread or  Spread  Multiplier,  if any,  set  forth on the face  hereof.  Unless
otherwise  set forth on the face hereof,  the "CMT Rate" means,  with respect to
any  Interest  Determination  Date,  the rate  displayed on the  Designated  CMT
Telerate  Page  (as  defined  below)  under  the  caption   "Treasury   Constant
Maturities--Federal  Reserve  Board  Release  H.15--Mondays  Approximately  3:45
p.m.",  under the column for the  Designated  CMT Maturity  Index for (i) if the
Designated  CMT Telerate  Page is 7055 or any successor  page,  the rate on such
Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052
or any successor page, the week, or the month, as applicable,  ended immediately
preceding the week in which the related Interest  Determination  Date occurs. If
such rate is no longer  displayed  on the relevant  page or is not  displayed by
3:00 p.m.,  New York City time, on the related  Calculation  Date,  then the CMT
Rate  for  such  Interest  Determination  Date  will be such  treasury  constant
maturity rate for the


                                       16





Designated  CMT Maturity  Index (as defined  below) as published in the relevant
H.15(519). If such rate is no longer published or is not published by 3:00 p.m.,
New York City time, on the related  Calculation  Date, then the CMT Rate on such
Interest Determination Date will be such treasury constant maturity rate for the
Designated  CMT  Maturity  Index (or other United  Sates  Treasury  rate for the
Designated CMT Maturity Index) for the Interest  Determination Date with respect
to such  Interest  Reset  Date as may then be  published  by either the Board of
Governors of the Federal  Reserve System or the United States  Department of the
Treasury  that the  Calculation  Agent  determines  to be comparable to the rate
formerly  displayed on the  Designated  CMT Telerate  Page and  published in the
relevant  H.15(519).  If such information is not provided by 3:00 p.m., New York
City time, on the related  Calculation  Date,  then the CMT Rate on the Interest
Determination  Date will be  calculated by the  Calculation  Agent and will be a
yield to maturity,  based on the arithmetic mean of the secondary market closing
offer side prices as of  approximately  3:30 p.m.,  New York City time,  on such
Interest  Determination  Date reported,  according to their written records,  by
three leading  primary United States  governmental  securities  dealers (each, a
"CMT Rate  Reference  Dealer")  in The City of New York  (which may  include the
Agents or their  affiliates)  selected by the Calculation  Agent (from five such
CMT Rate Reference Dealers selected by the Calculation Agent and eliminating the
highest  quotation  (or, in the event of  equality,  one of the highest) and the
lowest  quotation  (or, in the event of equality,  one of the lowest)),  for the
most recently  issued direct  noncallable  fixed rate  obligations of the United
States  ("Treasury  Notes")  with an  original  maturity  of  approximately  the
Designated  CMT Maturity Index and a remaining term to maturity of not less than
such Designated CMT Maturity Index minus one year. If the  Calculation  Agent is
unable to obtain  three  such  Treasury  Note  quotations,  the CMT Rate on such
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity  based on the  arithmetic  mean of the  secondary  market
offer side prices as of  approximately  3:30 p.m.,  New York City time,  on such
Interest  Determination  Date of three CMT Rate Reference Dealers in The City of
New York (from five such CMT Rate Reference  Dealers selected by the Calculation
Agent and eliminating the highest  quotation (or, in the event of equality,  one
of the highest) and the lowest  quotation (or, in the event of equality,  one of
the  lowest)),  for  Treasury  Notes with an original  maturity of the number of
years  that is the next  highest  to the  Designated  CMT  Maturity  Index and a
remaining  term to maturity  closest to the Designated CMT Maturity Index and in
an amount of at least $100 million.  If three or four (and not five) of such CMT
Rate Reference Dealers are quoting as described above, then the CMT Rate will be
based on the arithmetic  mean of the offer side prices  obtained and neither the
highest  nor the lowest of such quotes will be  eliminated;  provided,  however,
that if  fewer  than  three  CMT  Rate  Reference  Dealers  so  selected  by the
Calculation Agent are quoting rates as mentioned herein, the CMT Rate determined
as of such  Interest  Determination  Date will be the CMT Rate in effect on such
Interest  Determination Date. If two Treasury Notes with an original maturity as
described in the second  preceding  sentence  have  remaining  terms to maturity
equally close to the Designated CMT Maturity Index,  the Calculation  Agent will
obtain from five CMT Rate  Reference  Dealers  quotations  for the Treasury Note
with the shorter remaining term to maturity.

        "Designated  CMT  Telerate  Page"  means  the  display  on the Dow Jones
Markets  Service on the page  specified on the face hereof (or any other page as
may replace such page on that service for


                                       17





the  purpose  of  displaying   Treasury  Constant   Maturities  as  reported  in
H.15(519)).  If no such page is specified on the face hereof, the Designated CMT
Telerate Page shall be 7052 for the most recent week.

        "Designated CMT Maturity Index" means the original period to maturity of
the  U.S.  Treasury  securities  (either  1, 2, 3, 5,  7,  10,  20 or 30  years)
specified  on the  face  hereof  with  respect  to which  the CMT  Rate  will be
calculated.  If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be 2 years.

        Determination  of Prime  Rate.  If the Base  Rate set  forth on the face
hereof is the Prime Rate,  this  Security  will bear  interest for each Interest
Reset Period at the interest rate  calculated  with  reference to the Prime Rate
and the Spread or Spread Multiplier, if any, set forth on the face hereof.

        Unless  otherwise set forth on the face hereof,  the "Prime Rate" means,
with  respect to any  Interest  Reset Date,  the rate set forth for the relevant
Interest Determination Date in H.15(519) under the heading "Bank Prime Loan." In
the event that such rate is not published prior to 9:00 am., New York City time,
on the  relevant  Calculation  Date,  then the Prime  Rate with  respect to such
Interest Reset Date will be determined by the Calculation  Agent and will be the
arithmetic  mean of the rates of interest  publicly  announced by each bank that
appears on the display  designated  as page  "USPRIME 1" on the Reuters  Monitor
Money  Rates  Service  (or such other page as may  replace the USPRIME 1 page on
that service for the purpose of displaying  prime rates or base lending rates of
major United States  banks)  ("Reuters  Screen  USPRIME 1 Page")  as such bank's
prime rate or base  lending  rate as in effect for such  Interest  Determination
Date  as  quoted  on  the  Reuters  Screen  USPRIME  1  Page  on  such  Interest
Determination  Date. If fewer than four such rates appear on the Reuters  Screen
USPRIME 1 Page on such Interest  Determination Date, the Prime Rate with respect
to such Interest Reset Date will be determined by the Calculation Agent and will
be the  arithmetic  mean of the prime rates or base lending rates (quoted on the
basis of the actual  number of days in the year divided by a 360-day year) as of
the close of business on such Interest  Determination  Date by three major banks
in The City of New York selected by the Calculation  Agent,  provided,  however,
that if fewer than three banks  selected as aforesaid by the  Calculation  Agent
are quoting rates as mentioned in this sentence,  the Prime Rate with respect to
such  Interest  Reset  Date  will be the Prime  Rate in effect on such  Interest
Determination Date.

        References herein to "U.S. dollars" or "U.S. $" or "$" are to the
currency of the United States of America.

        Section 4. Redemption.  If so specified on the face hereof,  the Company
may at its option  redeem this Security in whole or from time to time in part on
or after the date  designated as the Initial  Redemption Date on the face hereof
at prices  declining  from a specified  premium,  if any, to par  together  with
accrued interest to the Redemption Date. The Company may exercise such option by
causing  the  Trustee to mail,  first class  postage  prepaid,  a notice of such
redemption at least 30 but not more than 60 days prior to the  Redemption  Date,
setting forth the applicable  redemption  price,  Redemption Date, and principal
amount of this Security to be redeemed. In the event of redemption


                                       18





of this Security in part only, a new Security or Securities  for the  unredeemed
portion  hereof  shall be  issued  in the  name of the  Holder  hereof  upon the
cancellation  hereof.  If less than all of the  Securities  with like  tenor and
terms to this Security are to be redeemed,  the  Securities to be redeemed shall
be selected  by the  Trustee by such  method as the Trustee  shall deem fair and
appropriate.

        Section 5. Optional Repayment.  If so specified on the face hereof, this
Security will be repayable  prior to Maturity at the option of the Holder on the
Optional  Repayment  Dates  shown on the face hereof at the  Optional  Repayment
Prices shown on the face hereof  together with accrued  interest to the Optional
Repayment  Date.  In order for this  Security  to be repaid,  the  Company  must
receive  at least 30 but not more than 45 days  prior to an  Optional  Repayment
Date this Security with the form below entitled "Option to Elect Repayment" duly
completed.  Any tender of this Security for repayment shall be irrevocable.  The
repayment  option may be exercised by the Holder of this  Security for less than
the entire  Face  Amount of the  Security  provided  that the Face Amount of the
Security  remaining  outstanding after repayment is an authorized  denomination.
Upon such partial  repayment  this Security shall be canceled and a new Security
or Securities for the remaining  principal  amount hereof shall be issued in the
name of the Holder of this Security.

        Section 6. Optional  Interest Reset. If so specified on the face hereof,
the  interest  rate on this  Security may be reset by the Company on the date or
dates specified on the face hereof (each an "Optional Reset Date").  The Company
may exercise  such option with respect to this Security by notifying the Trustee
of such  exercise  at least 50 but not more than 60 days  prior to the  Optional
Reset Date for this  Security.  Not later  than 40 days  prior to each  Optional
Reset Date,  the Trustee will mail te the Holder of this  Security a notice (the
"Reset Notice"),  first class postage prepaid, setting forth (i) the election of
the Company to reset the interest  rate,  (ii) such new interest  rate and (iii)
the  provisions,  if any, for  redemption  during the period from such  Optional
Reset Date to the next Optional  Reset Date or if there is no such next Optional
Reset Date, to the Stated  Maturity  Date of this  Security  (each such period a
"Subsequent  Interest  Period"),  including  the  date or  dates on which or the
period or periods during which and the price or prices at which such  redemption
may occur during the Subsequent Interest Period.

        Notwithstanding  the  foregoing,  not  later  than 20 days  prior to the
Optional  Reset Date,  the Company may, at its option,  revoke the interest rate
provided for in the Reset Notice and  establish a higher  interest  rate for the
Subsequent  Interest Period by causing the Trustee to mail notice of such higher
interest rate to the Holder of this Security.  Such Notice shall be irrevocable.
All  Securities  with respect to which the interest rate is reset on an Optional
Reset Date will bear such higher  interest  rate,  whether or not  tendered  for
repayment.

        The Holder of this Security  will have the option to elect  repayment by
the Company of the principal of this  Security on each Optional  Reset Date at a
price equal to the  principal  amount  hereof plus any accrued  interest to such
Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the
Holder must follow the procedures set forth above for optional  repayment except
that the period for  delivery of this  Security or  notification  to the Trustee
shall be at least 25 but not more than 35 days prior to such Optional Reset Date
and except that, if the Holder has tendered this


                                       19





Security for repayment  pursuant to the Reset Notice, the Holder may, by written
notice  to the  Trustee,  revoke  such  tender or  repayment  until the close of
business on the tenth day before such Optional Reset Date.

        Section 7. Optional  Extension of Maturity.  If so specified on the face
hereof,  the Stated Maturity Date of this Security may be extended at the option
of the Company for the period or periods  specified  on the face hereof (each an
"Extension  Period")  up to but not beyond the date (the "Final  Maturity")  set
forth on the face hereof.  The Company may exercise  such option with respect to
this Security by notifying the Trustee of such exercise at least 50 but not more
than 60 days prior to the Stated Maturity Date for this security in effect prior
to the exercise of such option (the "Original  Stated  Maturity  Date").  If the
Company  exercises  such  option,  the  Trustee  will mail to the  Holder of the
Security not later than 40 days prior to the  Original  Stated  Maturity  Date a
notice (the "Extension Notice"), first class postage prepaid, indicating (i) the
election of the  Company to extend the  Maturity,  (ii) the new Stated  Maturity
Date,  (iii) the interest rate  applicable to the Extension  Period and (iv) the
provisions,  if any, for redemption during such Extension Period,  including the
date or dates on which or the  period or periods  during  which and the price or
prices at which such redemption may occur during the Extension Period.  Upon the
Trustee's  mailing of the  Extension  Notice,  the Stated  Maturity Date of this
Security  shall  be  extended  automatically  and,  except  as  modified  by the
Extension Notice and as described in the next paragraph, this Security will have
the same terms as prior to the mailing of such Notice.

        Notwithstanding  the  foregoing,  not  later  than 20 days  prior to the
Original  Stated  Maturity Date of this Security the Company may, at its option,
revoke the interest rate  provided for in the  Extension  Notice and establish a
higher  interest  rate for the  Extension  Period by causing the Trustee to mail
notice of such higher interest rate, first class postage prepaid,  to the Holder
of this Security. Such notice shall be irrevocable.  All Securities with respect
to which the Stated  Maturity  Date is extended  will bear such higher  interest
rate  for the  Extension  Period,  whether  or not  tendered  for  repayment  as
described below.

        If the Company  extends the Stated  Maturity Date of this Security,  the
Holder will have the option to elect  repayment of this  Security by the Company
on the Original  Stated  Maturity Date at a price equal to the principal  amount
hereof,  plus any accrued interest to such date. In order to obtain repayment on
the  Original  Stated  Maturity  Date once the Company has  extended  the Stated
Maturity Date hereof,  the Holder must follow the procedures set forth above for
optional  repayment  except  that the period for  delivery  of this  Security or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity Date and except that, if the Holder has tendered
this Security for repayment  pursuant to an Extension Notice,  the Holder may by
written notice to the Trustee  revoke such tender for repayment  until the close
of business on the tenth day prior to the Original Stated Maturity Date.

        Section 8. Sinking Fund. Unless otherwise specified on the face hereof,
this Security will not be subject to any sinking fund.



                                       20





        Section 9. Discount Securities. If this Security is a Discount Security,
the amount  payable in the event of redemption by the Company,  repayment at the
option of the Holder or acceleration of Maturity, in lieu of the Face Amount due
at the Stated Maturity hereof, shall be equal to the sum of (i) unpaid interest,
if any,  on this  Security  accrued  from  the date of issue to the date of such
redemption,  repayment or acceleration of maturity, as the case may be, and (ii)
the Amortized  Face Amount of this  Security as of the date of such  redemption,
repayment or acceleration. The "Amortized Face Amount" of this Security shall be
the amount  equal to (a) the Issue Price (as set forth on the face  hereof) plus
(b) that portion of the  difference  between the Issue Price and the Face Amount
hereof  that has  accrued  at the  Yield to  Maturity  (as set forth on the face
hereof) (computed in accordance with generally accepted United States bond yield
computation  principles)  at the date as of which the  Amortized  Face Amount is
calculated,  but in no event shall the  Amortized  Face Amount of this  Security
exceed its Face Amount.

        Section  10.  Modification  and  Waivers;   Obligation  of  the  Company
Absolute.  The Indenture  permits,  with certain exceptions as therein provided,
the amendment  thereof and the modification of the rights and obligations of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of all  Securities at the time  Outstanding  to be affected.  The Indenture also
contains  provisions  permitting  the  Holders  of not less than a  majority  in
aggregate principal amount of the Securities at the time Outstanding,  on behalf
of the Holders of all Outstanding Securities, to waive compliance by the Company
with certain provisions of the Indenture, and contains provisions permitting the
Holders of not less than a majority in aggregate  principal  amount,  in certain
instances  of the  Outstanding  Securities  of  individual  series  and in other
instances of all Securities at the time  Outstanding,  to waive on behalf of all
of the Holders of Securities of such individual  series or of the Holders of all
Securities at the time  Outstanding,  as the case may be,  certain past defaults
under the  Indenture and their  consequences.  Any such consent or waiver by the
Holder of this  Security  shall be  conclusive  and binding upon such Holder and
upon all future  Holders of this  Security and of any  Security  issued upon the
registration  of  transfer  hereof or in  exchange  herefor  or in lieu  hereof,
whether or not notation of such consent or waiver is made upon this Security.

        No reference  herein to the  Indenture and no provision of this Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is absolute and  unconditional,  to pay or make provision as provided in Article
Fourteen of the  Indenture  for the payment of the amount of  principal  of (and
premium,  if any) and  interest on this  Security  herein  provided,  and at the
times, places and rate, and in the coin or currency, herein prescribed.

        Section 11. Defeasance and Covenant  Defeasance.  The Indenture contains
provisions  for  defeasance  at any time of (a) the entire  indebtedness  of the
Company on this Security and (b) certain  restrictive  covenants and the related
defaults  and Events of Default,  upon  compliance  by the Company  with certain
conditions set forth therein,  which provisions  apply to this Security,  unless
otherwise specified on the face hereof.



                                       21





        Section 12. Authorized Denominations.  The Securities of this series are
issuable only in global or certificated  registered form, without coupons,  and,
unless otherwise  specified above, in denominations of $100,000 and any integral
multiple of $1,000 in excess thereof as provided in the Indenture and subject to
certain limitations therein set forth and to the limitations described below, if
applicable, Securities of this series are exchangeable for a like aggregate Face
Amount of Securities of this series and of like tenor of a different  authorized
denomination, as requested by the Holder surrendering the same.

        Section 13.  Registration of Transfer.  As provided in the Indenture and
subject to certain  limitations therein set forth, the transfer of this Security
is  registrable  in the Security  Register,  upon surrender of this Security for
registration  of  transfer  at the office or agency of the  Company in any place
where the principal of (and  premium,  if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly  authorized in writing,  and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate  Face  Amount,  will  be  issued  to  the  designated   transferee  or
transferees.

        If this Security is a Global  Security,  this  Security is  exchangeable
only if the  Depository  is at any time  unwilling  or  unable  to  continue  as
depository and a successor  depository is not appointed by the Company within 90
days, or the Depository has ceased to be a clearing agency  registered under the
Securities  Exchange  Act of 1934,  as amended.  In such case,  the Company will
issue Securities in certificated  form in exchange for each Global Security.  In
addition,  the  Company  may at  any  time  determine  not  to  have  Securities
represented by a Global Security,  and, in such event,  will issue Securities in
certificated  form  in  exchange  for the  Global  Security.  representing  such
Security.  In addition,  if there shall have occurred and be continuing an Event
of Default,  the Company will issue Securities in certificated  form in exchange
for each  Global  Security.  In any  such  instance,  an  owner of a  beneficial
interest  in a  Global  Security  will  be  entitled  to  physical  delivery  in
certificated  form of Securities  equal in principal  amount to such  beneficial
interest  and to have such  Securities  registered  in its name.  Securities  so
issued in certificated form will be issued in denominations of $100,000 (or such
other denomination as shall be specified by the Company) or any amount in excess
thereof which is an integral multiple of $1,000 and will be issued in registered
form only, without coupons.

        No service charge shall be made for any such registration of transfer or
exchange,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        Prior to due presentment of this Security for  registration of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.



                                       22





        Section 14.  Events of Default.  If an Event of Default  with respect to
the  Securities  of this  series  shall have  occurred  and be  continuing,  the
principal of all the  Securities  of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.

        Section 15. Defined Terms. All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.

        Section 16. Governing Law. This Security shall be governed by and
construed in accordance with the law of the State of New York.




                                       23





                            OPTION TO ELECT REPAYMENT

        The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal  amount of this Security or portion hereof below
designated at (i) the Optional  Repayment Price indicated on the face hereof, if
this  Security is to be repaid  pursuant  to the  Optional  Repayment  provision
hereof,  or (ii) 100% of the principal amount of this Security to be repaid plus
accrued  interest to the Optional  Reset Date,  if this Security is to be repaid
pursuant to the Optional  Interest Reset  provision  hereof,  or to the Original
Maturity  Date,  if this  Security  is to be  repaid  pursuant  to the  Optional
Extension of Maturity provision hereof.

Dated:
      ----------------------------          ------------------------------------
                                            Signature

SIGNATURE GUARANTEED:                       Sign  exactly as name appears on the
                                            front  of this  Security  [SIGNATURE
                                            GUARANTEED   -   required   only  if
                                            Securities  are  to  be  issued  and
                                            delivered    to   other   than   the
- ----------------------------------          registered holder]

- ----------------------------------          Fill   in   for    registration   of
                                            Securities if to be issued otherwise
                                            than to the registered holder:

Face Amount to be repaid, if amount         Name:
repaid is less than the Face Amount of      
this Security (Face Amount remaining        ------------------------------------
must be an authorized denomination)         
                                            Address:
                                                    ----------------------------

- ----------------------------------          ------------------------------------

                                            ------------------------------------
                                            (Please print name and address
                                            including zip code)

                                            SOCIAL SECURITY OR OTHER TAXPAYER ID
                                            NUMBER


                                            ------------------------------------


                                       24





                                  ABBREVIATIONS

The following  abbreviations,  when used in the  inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM               -      as tenants in common
TEN ENT               -      as tenants by the entireties
JT TEN                -      as joint tenants with right of survivorship and not
                             as tenants in common

UNIF GIFT MIN ACT     -              Custodian
                             --------         --------
                              (Cust)           (Minor)

Under Uniform Gifts to Minors Act
                                 ----------------
                                      (State)

     Additional abbreviations may also be used though not in the above list.




                                       25




        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


- --------------------------------------------------------------------------------
      Please print or type name and address, including zip code of assignee


- --------------------------------------------------------------------------------
          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE


the within Security of UNITED TECHNOLOGIES CORPORATION and all rights thereunder
and does hereby irrevocably constitute and appoint

- --------------------------------------------------------------------------------
to transfer  the said  Security on the books of the within named  Company,  with
full power of substitution in the premises.

Dated:
      ------------------------------

SIGNATURE GUARANTEED:
                                            ------------------------------------

- ------------------------------------        ------------------------------------
                                            NOTICE:   The   signature   to  this
                                            assignment  must correspond with the
                                            name as it appears  upon the face of
                                            the   within   Security   in   every
                                            particular,  without  alteration  or
                                            enlargement     or    any     change
                                            whatsoever.




                                       26

CUSIP No.
Registered                                                           Face Amount
No. FX-


                         UNITED TECHNOLOGIES CORPORATION
                           MEDIUM-TERM NOTE, SERIES B
                              (SINGLE INDEXED NOTE)
             Due from Nine Months to Thirty Years from Date of Issue

               If the registered  owner of this Security (as indicated below) is
The Depository Trust Company (the  "Depository") or a nominee of the Depository,
this  Security is a Global  Security  and the  following  legend is  applicable:
Unless this  certificate  is presented by an  authorized  representative  of The
Depository Trust Company (55 Water Street,  New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is  registered in the name of CEDE & CO., or such other name as requested
by an authorized representative of The Depository Trust Company, and any payment
is made to CEDE & CO.,  ANY  TRANSFER,  PLEDGE OR OTHER USE  HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL,  since the  registered  owner hereof,
CEDE & CO., has an interest herein.

IF  APPLICABLE,  THE "TOTAL  AMOUNT OF OID,"  "YIELD TO  MATURITY"  AND "INITIAL
ACCRUAL  PERIOD  OID"  (COMPUTED  UNDER THE  APPROXIMATE  METHOD)  BELOW WILL BE
COMPLETED  SOLELY FOR THE PURPOSES OF APPLYING  THE FEDERAL  INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.

ISSUE PRICE:

ORIGINAL ISSUE DATE:

STATED MATURITY DATE:

AUTHORIZED DENOMINATIONS:

INTEREST RATE:

TOTAL AMOUNT OF OID:

YIELD TO MATURITY:

INITIAL ACCRUAL PERIOD OID:







SINKING FUND:

SPECIFIED CURRENCY:

EXCHANGE RATE AGENT:

OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY:   |_| YES   |_| NO

INTEREST PAYMENT DATES:

REGULAR RECORD DATES:

DENOMINATED CURRENCY:

INDEXED CURRENCY:

BASE EXCHANGE RATE:

DETERMINATION AGENT:

REFERENCE DEALERS:

OPTIONAL REDEMPTION:    |_| YES   |_| NO

INITIAL REDEMPTION DATE:

OPTION TO ELECT REPAYMENT:    |_| YES   |_| NO

OPTIONAL REPAYMENT DATES:

OPTIONAL REPAYMENT PRICES:

OPTIONAL INTEREST RATE RESET:    |_| YES   |_| NO

OPTIONAL RESET DATES:

OPTIONAL EXTENSIONS OF MATURITY:    |_| YES   |_| NO

LENGTH OF EXTENSION PERIOD:

NUMBER OF EXTENSION PERIODS:



                                        2





FINAL MATURITY DATE:

DEPOSITORY:

DEFEASANCE:    |_| YES   |_| NO

COVENANT DEFEASANCE:    |_| YES   |_| NO

OTHER PROVISIONS:

               IF  APPLICABLE AS DESCRIBED  ABOVE,  THE  REDEMPTION  PRICE SHALL
INITIALLY ____% OF THE PRINCIPAL  AMOUNT OF THIS SECURITY  PAYABLE AT THE STATED
MATURITY  DATE  AND  SHALL  DECLINE  AT EACH  ANNIVERSARY  (EACH  SUCH  DATE,  A
"REDEMPTION  DATE") OF THE INITIAL  REDEMPTION  DATE BY ____% OF SUCH  PRINCIPAL
AMOUNT UNTIL THE REDEMPTION  PRICE IS 100% OF SUCH PRINCIPAL  AMOUNT;  PROVIDED,
HOWEVER,  THAT, IF THIS SECURITY IS A DISCOUNT  SECURITY,  THE REDEMPTION  PRICE
SHALL BE THE  AMORTIZED  FACE  AMOUNT AS  DESCRIBED  ON THE  REVERSE  HEREOF.  A
DISCOUNT  SECURITY IS ANY SECURITY  FOR WHICH THE TOTAL AMOUNT OF OID  SPECIFIED
ABOVE IS GREATER THAN ZERO.

               UNITED TECHNOLOGIES  CORPORATION,  a Delaware corporation (herein
called the "Company,"  which term includes any successor  corporation  under the
Indenture  hereinafter referred to), for value received,  hereby promises to pay
to  __________________ or registered assigns, in the Denominated Currency on the
Stated Maturity Date the principal sum equal to the Face Amount hereof,  plus or
minus an amount  determined by the  Determination  Agent in accordance  with the
formula  set forth below and to pay  interest  on the Face  Amount as  described
below and on the reverse hereof.

               If the Spot Rate exceeds or equals the Base  Exchange  Rate,  the
principal  amount of this Security  payable at the Stated  Maturity Date (which,
unless otherwise specified on the face hereof, shall in no event be greater than
twice the Face Amount of this Security) shall equal:

Face Amount + (Face Amount x   Spot Rate - Base Exchange Rate  )
                             ----------------------------------
                                        Spot Rate

               If the Base  Exchange  Rate exceeds the Spot Rate,  the principal
amount of the Security payable,  at the Stated Maturity Date (which shall, in no
event, be less than zero) shall equal:




                                        3





Face Amount - (Face Amount x   Base Exchange Rate - Spot Rate  )
                             ----------------------------------
                                       Spot Rate

               where (i) "Base Exchange Rate" is the exchange rate, expressed in
units  of the  Indexed  Currency  per  one  unit  of the  Denominated  Currency,
specified as such above and (ii) "Spot Rate" is the rate,  expressed in units of
the Indexed  Currency per one unit of the Denominated  Currency,  which shall be
the  arithmetic  mean of the open market spot offer  quotations  for the Indexed
Currency  (spot bid  quotations for the  Denominated  Currency)  obtained by the
Determination  Agent from the Reference  Dealers  specified above in The City of
New York at 11:00  a.m.,  New York City time,  on the second  Exchange  Rate Day
prior to the Stated Maturity Date (the  "Determination  Date"), for an amount of
Indexed Currency equal to the Face Amount hereof multiplied by the Base Exchange
Rate, in terms of the Denominated Currency for settlement on the Stated Maturity
Date. If such  quotations  from the  Reference  Dealers are not available on the
Determination Date due to circumstances beyond the control of the Company or the
Determination  Agent,  the Spot Rate will be determined on the basis of the most
recently available  quotations from the Reference  Dealers.  If the Spot Rate is
less than or equal to one-half of the Base Exchange  Rate, the Spot Rate will be
deemed to be one-half of the Base Exchange Rate and no principal amount shall be
payable hereon at the Stated Maturity Date.

               "Exchange  Rate Day" means any day which is a Business Day in The
City of New York and, if the  Denominated  Currency  or Indexed  Currency is any
currency or currency unit other than U.S.  dollars,  in the principal  financial
center of the country of such Denominated Currency or Indexed Currency.

               "Reference  Dealers" means the three banks or firms  specified as
such on the face  hereof  or,  if any of them  shall be  unwilling  or unable to
provide the requested quotations, such other major money center bank or banks in
The  City  of New  York  selected  by the  Company,  in  consultation  with  the
Determination  Agent,  to act as  Reference  Dealer or  Dealers  in  replacement
therefor.

               In the  event of any  optional  redemption  by the  Company,  any
repayment  at the option of the Holder or  acceleration  of the Maturity of this
Security  prior to the Stated  Maturity  Date,  the term "Stated  Maturity Date"
shall  refer  to the  date of  redemption,  repayment  or  acceleration  of this
Security.

               The Company  shall pay interest on the Face Amount  hereof at the
Interest  Rate shown above from the Original  Issue Date shown above or from the
most  recent  Interest  Payment  Date to which  interest  has been  paid or duly
provided  for,  semi-annually  on June 15 and  December 15 of each year (each an
"Interest  Payment Date") (unless other Interest  Payment Dates are specified on
the face  hereof)  until  the  principal  hereof is paid or made  available  for
payment and at Maturity;  provided,  however, that any payment of principal (and
premium,  if any) or interest to be made on any  Interest  Payment  Date or on a
date of Maturity


                                        4





that is not a Business  Day shall be made on the next  succeeding  Business  Day
with the same force and  effect as if made on the  Interest  Payment  Date or at
Maturity,  as the case may be,  and no  additional  interest  shall  accrue as a
result of such delayed  payment.  For purposes of this Security,  "Business Day"
means any day, other than a Saturday or Sunday, that meets each of the following
applicable requirements:  the day is (a) not a day on which banking institutions
are  authorized or required by law or regulation to be closed in The City of New
York and (b) if the Specified Currency shown above is not U.S. dollars,  (i) not
a day on  which  banking  institutions  are  authorized  or  required  by law or
regulation to close in the financial center of the country issuing the Specified
Currency  (which,  in the case of European  Currency  Units,  shall be Brussels,
Belgium) and (ii) a day on which banking  institutions in such financial  center
are carrying out transactions in such Specified Currency.

               The interest so payable,  and  punctually  paid or duly  provided
for, on any Interest  Payment Date will, as provided in such Indenture,  be paid
to  the  Person  in  whose  name  this  Security  (or  one or  more  Predecessor
Securities)  is registered  at the close of business on the Regular  Record Date
for such  interest,  which  shall be the May 31 or  November  30  (unless  other
Regular  Record  Dates are  specified  on the face  hereof )  (whether  or not a
Business Day), as the case may be, next  preceding  such Interest  Payment Date;
provided,  however,  that,  in the case of a Security  origin  issued  between a
Regular  Record  Date and the initial  Interest  Payment  Date  relating to such
Security,  interest  for the period  beginning  on the  Original  Issue Date and
ending on such  initial  Interest  Payment  Date  shall be paid on such  initial
Interest  Payment  Date to the  Person to whom  such  Security  shall  have been
originally  issued;  provided  further  that in the  case of a  Global  Security
originally issued between a Regular Record Date and the initial Interest Payment
Date  relating  to such  Security,  interest  for the  period  beginning  on the
Original  Issue Date and ending on such initial  Interest  Payment Date shall be
paid on the Interest  Payment Date following the next succeeding  Regular Record
Date to the registered  Holder on such next succeeding  Regular Record Date. Any
such interest not so punctually  paid or duly provided for will forthwith  cease
to be payable to the Holder on such  Regular  Record Date and may either be paid
to  the  Person  in  whose  name  this  Security  (or  one or  more  Predecessor
Securities)  is registered at the close of business on a Special Record Date for
the  payment  of such  Defaulted  Interest  to be fixed by the  Trustee,  notice
whereof shall be given to Holders of Securities of this series not less than ten
days  prior to such  Special  Record  Date,  or be paid at any time in any other
lawful manner, all as more fully provided in said Indenture.

               All  payments  in respect of this  Security  will be made in U.S.
dollars  regardless  of the  Specified  Currency  shown above  unless the Holder
hereof makes the election described below. If the Specified Currency shown above
is other than U.S. dollars, the Company or its agent will arrange to convert all
payments in respect  hereof  into U.S.  dollars in the manner  described  on the
reverse hereof;  provided,  however, that the Holder hereof may, if so indicated
above, elect to receive all payments in such Specified Currency by delivery of a
written request to the Company's  co-paying agent (the "Co-Paying Agent") in The
City of New York,  which must be received by the Co-Paying  Agent on or prior to
the applicable record date or at least


                                        5





fifteen  calendar days prior to Maturity,  as the case may be; provided  further
that if the Holder of this  Security  elects to receive  all such  payments in a
Specified  Currency that is replaced by a single European currency  (expected to
be named the euro),  the amount of  principal  of  premium,  if any, or interest
payable on any Security  denominated in such currency shall be determined in the
new single  European  currency in conformity  with legally  applicable  measures
taken  pursuant  to, or by virtue  of,  the  treaty  establishing  the  European
Community, as amended by the treaty on European Union. Such election will remain
in effect unless and until changed by written notice to the Co-Paying Agent, but
the Co-Paying  Agent must receive  written notice of any such change on or prior
to the  applicable  record  date or at  least  fifteen  calendar  days  prior to
Maturity,  as the case may be. Until the Securities are paid or payment therefor
is provided for, the Company will at all times maintain a Co-Paying Agent in The
City of New York  capable  of  performing  the  duties  described  herein  to be
performed by the Co- Paying Agent.  The Company has appointed  State Street Bank
and Trust Company, N.A., New York, New York, as Co-Paying Agent.

               In the  event  of an  official  redenomination  of the  Specified
Currency shown above, the obligations of the Company with respect to payments on
this  Security  shall,  in all  cases,  be  deemed  immediately  following  such
redenomination  to provide for payment of that amount of redenominated  currency
representing   the  amount  of  such   obligations   immediately   before   such
redenomination.  In no event shall any  adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above  relative to any other  currency  due solely to  fluctuations  in exchange
rates.

               Unless  otherwise  shown  above,  payment  of  interest  on  this
Security  (other than at  Maturity)  will be made by check (from an account at a
bank outside the United States if such check is payable in a currency other than
U.S.  dollars) mailed to the registered  address of the Person entitled thereto;
provided that, if the Holder hereof is the Holder of  U.S.$10,000,000 or more in
aggregate  principal  amount  of  Securities  of like  tenor  and  term  (or the
equivalent thereof in a Specified Currency other than U.S. dollars determined as
provided  on the  reverse  hereof),  such  interest  payments  will  be  made in
immediately  available  funds,  but only if appropriate  instructions  have been
received in writing by the Co-Paying Agent on or prior to the applicable  record
date.  Simultaneously with any election by the Holder hereof to receive payments
in respect hereof in the Specified Currency (if other than U.S.  dollars),  such
Holder may, if applicable,  provide  appropriate  instructions to the Co- Paying
Agent,  and all such payments will be made in immediately  available funds to an
account  maintained by the payee with a bank located  outside the United States.
Unless otherwise specified above, the principal hereof (and premium, if any) and
interest  hereon  payable at Maturity  will be paid to the Holder on the date of
Maturity in immediately available funds (payable to an account maintained by the
payee with a bank  located  outside the United  States if payable in a Specified
Currency other than U.S.  dollars) upon surrender of this Security at the office
of the Co-Paying Agent for that purpose in The City and State of New York (or at
such other location as may be specified  above),  provided that this Security is
presented to the Co-Paying  Agent in time for the  Co-Paying  Agent to make such
payments in


                                        6





such funds in accordance with its nominal  procedures.  The Company will pay any
administrative  costs  imposed by banks in  connection  with making  payments in
immediately  available  funds,  but any tax,  assessment or governmental  charge
imposed upon payments will be borne by the Holders of the  Securities in respect
of which such payments are made.

               Interest on this Security,  if any, will be computed on the basis
of a 360-day year of twelve 30-day months.

               If the registered  owner of this Security (as indicated above) is
the  Depository  or a  nominee  of the  Depository,  this  Security  is a Global
Security  and the  following  legend is  applicable  except as  specified on the
reverse hereof: THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE  DEPOSITORY OR BY A NOMINEE OF THE  DEPOSITORY TO THE  DEPOSITORY OR ANOTHER
NOMINEE  OF  THE  DEPOSITORY  OR BY THE  DEPOSITORY  OR ANY  SUCH  NOMINEE  TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

               REFERENCE  IS  HEREBY  MADE  TO THE  FURTHER  PROVISIONS  OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

               Unless the certificate of authentication hereon has been executed
by the  Trustee  referred  to on the reverse  hereof by manual  signature,  this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated:
      ---------------------------------

UNITED TECHNOLOGIES CORPORATION


By:
   ------------------------------------
         Vice President, Treasurer



Attest:
       --------------------------------
                  Secretary





                                        7





                         TRUSTEE'S CERTIFICATE OF AUTHENTICATION


               This is one of the  Securities of the series  designated  therein
referred to in the within-mentioned Indenture.

STATE STREET BANK AND TRUST COMPANY
As Trustee


By:
   ------------------------------------
           Authorized Officer











                                        8





                              [Reverse of Security]

                         UNITED TECHNOLOGIES CORPORATION
                           MEDIUM-TERM NOTE, SERIES B

               Section 1.  General.  This  Security is one of a duly  authorized
issue of securities of the Company (herein called the "Securities"),  issued and
to be  issued in one or more  series  under an  Indenture,  dated as of April 1,
1990,  as  it  may  be  supplemented  from  time  to  time  (herein  called  the
"Indenture"),  between the Company and State  Street Bank and Trust  Company (as
successor to The  Connecticut  National  Bank),  as Trustee  (herein  called the
"Trustee",  which term includes any successor  trustee under the Indenture  with
respect to the series of which this Security is a part),  to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective rights,  limitations of rights,  duties and immunities thereunder
of the Company,  the Trustee and the Holders of the  Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  This
Security  is one of the  series  designated  on the face  hereof,  unlimited  in
aggregate principal amount.

               Section 2. Payments. If the Specified Currency is other than U.S.
dollars, the amount of any U.S. dollar payment to be made in respect hereof will
be  determined  by the  Exchange  Rate Agent  specified  on the face hereof or a
successor thereto (the "Exchange Rate Agent") based on the indicative  quotation
in The City of New York selected by such  Exchange  Rate Agent at  approximately
11:00  a.m.,  New York City  time,  on the second  Business  Day  preceding  the
applicable  payment  date that yields the largest  number of U.S.  dollars  upon
conversion of the Specified  Currency.  Such selection  shall be made from among
the quotations from three recognized foreign exchange dealers in The City of New
York  selected by the  Exchange  Rate Agent and  approved by the Company (one of
which may be the Exchange  Rate Agent) for the  purchase by the quoting  dealer,
for settlement on such payment date, of the Specified Currency for U.S. dollars.
If no such bid quotations are available,  payments will be made in the Specified
Currency unless such Specified Currency is unavailable as provided below.

               If the  Specified  Currency  is other than U.S.  dollars  and the
Specified  Currency is unavailable due to the imposition of exchange controls or
to other  circumstances  beyond  the  Company's  control,  the  Company  will be
entitled to make payments in U.S.  dollars on the, basis of the noon buying rate
in The  City of New  York for  cable  transfers  in the  Specified  Currency  as
certified  for customs  purposes by the  Federal  Reserve  Bank of New York (the
"Market  Exchange Rate") for such Specified  Currency on the second Business Day
prior to the applicable  payment date. In the event such Market Exchange Rate is
not then  available,  the  Company  will be  entitled  to make  payments in U.S.
dollars (i) if such Specified Currency is not a composite currency, on the basis
of the most recently  available Market Exchange Rate for such Specified Currency
or (ii)  if such  Specified  Currency  is a  composite  currency,  in an  amount
determined by the Exchange Rate Agent to be the sum of the results obtained by


                                        9





multiplying  the number of units of each  component  currency of such  composite
currency,  as of the most recent date on which such composite currency was used,
by the Market  Exchange Rate for such component  currency on the second Business
Day prior to such  payment  date (or if such  Market  Exchange  Rate is not then
available,  by the  most  recently  available  Market  Exchange  Rate  for  such
component currency).  From the start of the third stage of European Economic and
Monetary  Union,  any payments on this  Security that are required to be made in
ECU  will be  payable  in euro at the  rate of one  euro  for one  ECU,  and the
provisions  discussed  in this  paragraph  will not  result in  payment  in U.S.
dollars in such  circumstances  unless  euros are no longer used in the European
Monetary System.

               All currency  exchange  costs will be borne by the Company unless
the Holder of this  Security  has made an election to receive all  payments in a
Specified  Currency  other than U.S.  dollars.  In that case, the Holder of this
Security  shall bear its pro rata portion of currency  exchange  costs,  if any,
with all other electing Holders by deductions from payments otherwise due.

               Each payment of interest  hereon shall include  interest  accrued
through the day before the Interest  Payment  Date or Maturity,  as the case may
be.

               References herein to "U.S.  dollars" or "U.S.$" or "$" are to the
currency of the United States of America.

               Section 3.  Redemption.  If so specified on the face hereof,  the
Company may at its option  redeem this Security in whole or from time to time in
part on or after the date designated as the Initial  Redemption Date on the face
hereof at prices  declining  from a specified  premium,  if any, to par together
with accrued  interest to the  Redemption  Date.  The Company may exercise  such
option by causing the Trustee to mail, first class postage prepaid,  a notice of
such  redemption  at least 30 but not more than 60 days prior to the  Redemption
Date,  setting forth the  applicable  redemption  price,  Redemption  Date,  and
principal amount of this Security to be redeemed.  In the event of redemption of
this  Security in part only, a new  Security or  Securities  for the  unredeemed
portion  hereof  shall be  issued  in the  name of the  Holder  hereof  upon the
cancellation  hereof.  If less than all of the  Securities  with like  tenor and
terms to this Security are to be redeemed,  the  Securities to be redeemed shall
be selected  by the  Trustee by such  method as the Trustee  shall deem fair and
appropriate.

               Section  4.  Optional  Repayment.  If so  specified  on the  face
hereof, this Security will be repayable prior to the Stated Maturity Date at the
option of the Holder on the Optional Repayment Dates shown on the face hereof at
the Optional  Repayment  Prices shown on the face hereof  together  with accrued
interest to the applicable  Optional  Repayment Date. In order for this Security
to be repaid,  the  Company  must  receive at least 30 but not more than 45 days
prior to an Optional  Repayment  Date this Security with the form below entitled
"Option to Elect  Repayment"  duly  completed.  Any tender of this  Security for
repayment shall be irrevocable, except as otherwise provided in Sections 5 and 6
hereof. The repayment option


                                       10





may be  exercised  by the Holder of this  Security for less than the entire Face
Amount of the Security  provided that the Face Amount of the Security  remaining
outstanding  after  repayment is an authorized  denomination.  Upon such partial
repayment, this Security shall be cancelled and a new Security or Securities for
the remaining  principal amount hereof shall be issued in the name of the Holder
of this Security.

               Section 5. Optional  Interest  Reset. If so specified on the face
hereof,  the interest  rate on this  Security may be reset by the Company on the
date or dates specified on the face hereof (each an "Optional Reset Date").  The
Company may exercise  such option with respect to this Security by notifying the
Trustee  of such  exercise  at least 50 but not  more  than 60 days  prior to an
Optional  Reset  Date for this  Security.  Not later  than 40 days prior to each
Optional  Reset  Date,  the Trustee  will mail to the Holder of this  Security a
notice (the "Reset Notice"),  first class postage prepaid, setting forth (i) the
election of the Company to reset the interest rate,  (ii) such new interest rate
and (iii) the  provisions,  if any, for  redemption  during the period from such
Optional  Reset Date to the next Optional Reset Date or if there is no such next
Optional  Reset Date, to the Stated  Maturity  Date of this Security  (each such
period a "Subsequent Interest Period"),  including the date or dates on which or
the  period or  periods  during  which  and the  price or  prices at which  such
redemption may occur during the Subsequent Interest Period.

               Notwithstanding  the  foregoing,  not later than 20 days prior to
the Optional  Reset Date,  the Company  may, at its option,  revoke the interest
rate provided for in the Reset Notice and  establish a higher  interest rate for
the Subsequent Interest Period commencing on such Optional Reset Date by causing
the Trustee to mail Notice of such  higher  interest  rate to the Holder of this
Security. Such notice shall be irrevocable. All Securities with respect to which
the  interest  rate is reset on an  Optional  Reset  Date will bear such  higher
interest rate, whether or not tendered for repayment as described below.

               If the Company  elects to reset the interest  rate, the Holder of
this  Security  will have the option to elect  repayment  by the Company of this
Security on any  Optional  Reset Date at a price equal to the  principal  amount
hereof plus any accrued interest to such Optional Reset Date. In order to obtain
repayment on an Optional  Reset Date,  the Holder must follow the procedures set
forth above for optional  repayment  except that the period for delivery of this
Security or  notification  to the Trustee shall be at least 25 but not more than
35 days prior to such  Optional  Reset  Date and  except  that if the Holder has
tendered this Security for  repayment  pursuant to the Reset Notice,  the Holder
may, by written  notice to the  Trustee,  revoke any such  tender for  repayment
until the close of business on the tenth day prior to such Optional Reset Date.

               Section 6. Optional Extension of Maturity. If so specified on the
face hereof,  the Stated  Maturity  Date of this Security may be extended at the
option of the  Company  for the period or periods  specified  on the face hereof
(each an "Extension  Period") up to but not beyond the date (the "Final Maturity
Date") set forth on the face hereof. The Company may


                                       11





exercise  such option with respect to this  Security by notifying the Trustee of
such exercise at least 50 but not more than 60 days prior to the Stated Maturity
Date of this  Security  in effect  prior to the  exercise  of such  option  (the
"Original  Stated Maturity  Date").  If the Company  exercises such option,  the
Trustee will mail to the Holder of this Security not later than 40 days prior to
the Original  Stated  Maturity  Date a notice (the  "Extension  Notice"),  first
class, postage prepaid, indicating (i) the election of the Company to extend the
Stated Maturity Date, (ii) the new Stated Maturity Date, (iii) the interest rate
applicable  to the  Extension  Period  and  (iv)  the  provisions,  if any,  for
redemption during such Extension Period, including the date or dates on which or
the  period or  periods  during  which  and the  price or  prices at which  such
redemption may occur during the Extension Period.  Upon the Trustee's mailing of
the  Extension  Notice,  the  Stated  Maturity  Date of this  Security  shall be
extended  automatically  and, except as modified by the Extension  Notice and as
described in the next paragraph, this Security will have the same terms as prior
to the mailing of such Notice.

               Notwithstanding  the  foregoing,  not later than 20 days prior to
the  Original  Stated  Maturity  Date of this  Security  the Company may, at its
option,  revoke the  interest  rate  provided  for in the  Extension  Notice and
establish a higher interest rate for the Extension Period by causing the Trustee
to mail notice of such higher interest rate, first class,  postage  prepaid,  to
the Holder of this Security.  Such notice shall be  irrevocable.  All Securities
with respect to which the Stated Maturity Date is extended will bear such higher
interest rate for the Extension Period, whether or not tendered for repayment as
described below.

               If the Company elects to extend the Stated  Maturity Date of this
Security, the Holder will have the option to elect repayment of this Security by
the  Company  on the  Original  Stated  Maturity  Date at a price  equal  to the
principal  amount  hereof,  plus any accrued  interest to such date. In order to
obtain  repayment  on the  Original  Stated  Maturity  Date once the Company has
extended the Stated Maturity Date hereof,  the Holder must follow the procedures
set forth above for optional  repayment,  except that the period for delivery of
this Security or  notification  to the Trustee shall be at least 25 but not more
than 35 days prior to the Original  Stated Maturity Date and except that, if the
Holder has tendered this Security for repayment pursuant to an Extension Notice,
the Holder may,  by written  notice to the  Trustee,  revoke any such tender for
repayment  until the close of  business  on the tenth day prior to the  Original
Stated Maturity Date.

               Section 7. Sinking Fund.  Unless otherwise  specified on the face
hereof, this Security will not be subject to any sinking fund.

               Section 8.  Discount  Securities.  If this Security is a Discount
Security,  the  amount  payable  in the  event  of  redemption  by the  Company,
repayment at the option of the Holder or  acceleration  of Maturity,  in lieu of
the Face Amount due at the Stated Maturity hereof,  shall be equal to the sum of
(i) unpaid interest,  if any, on this Security accrued from the date of issue to
the date of such redemption,  repayment or acceleration of maturity, as the case
may be, and (ii) the  Amortized  Face Amount of this  Security as of the date of
such


                                       12





redemption,  repayment  or  acceleration.  The  "Amortized  Face Amount" of this
Security  shall be the amount  equal to (a) the Issue Price (as set forth on the
face hereof) plus (b) that portion of the difference between the Issue Price and
the Face Amount  hereof that has accrued at the Yield to Maturity  (as set forth
on the face hereof)  (computed in  accordance  with  generally  accepted  United
States bond yield computation  principles) at the date as of which the Amortized
Face Amount is  calculated,  but in no event shall the Amortized  Face Amount of
this Security exceed its Face Amount.

               Section 9.  Modification  and Waivers;  Obligation of the Company
Absolute.  The Indenture  permits,  with certain exceptions as therein provided,
the amendment  thereof and the modification of the rights and obligations of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of all  Securities at the time  Outstanding  to be affected.  The Indenture also
contains  provisions  permitting  the  Holders  of not less than a  majority  in
aggregate principal amount of the Securities at the time Outstanding,  on behalf
of the Holders of all Outstanding Securities, to waive compliance by the Company
with certain provisions of the Indenture, and contains provisions permitting the
Holders of not less than a majority in aggregate  principal  amount,  in certain
instances  of the  Outstanding  Securities  of  individual  series  and in other
instances of all Securities at the time  Outstanding,  to waive on behalf of all
of the Holders of Securities of such individual  series or of the Holders of all
Securities at the time  Outstanding,  as the case may be,  certain past defaults
under the  Indenture and their  consequences.  Any such consent or waiver by the
Holder of this  Security  shall be  conclusive  and binding upon such Holder and
upon all future  Holders of this  Security and of any  Security  issued upon the
registration  of  transfer  hereof or in  exchange  herefor  or in lieu  hereof,
whether or not notation of such consent or waiver is made upon this Security.

               No  reference  herein to the  Indenture  and no provision of this
Security  or of the  Indenture  shall  alter or  impair  the  obligation  of the
Company,  which is  absolute  and  unconditional,  to pay or make  provision  as
provided in Article  Fourteen of the  Indenture for the payment of the amount of
principal  of (and  premium,  if any)  and  interest  on  this  Security  herein
provided, and at the times, place and rate, and in the coin or currency,  herein
prescribed.

               Section 10.  Defeasance  and Covenant  Defeasance.  The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this  Security  and (b)  certain  restrictive  covenants  and the
related  defaults  and Events of Default,  upon  compliance  by the Company with
certain  conditions set forth therein,  which provisions apply to this Security,
unless otherwise specified on the face hereof.

               Section 11.  Authorized  Denominations.  The  Securities  of this
series are issuable  only in global or  certificated  registered  form,  without
coupons,   and,  unless  otherwise   specified  above  (and  other  than  Global
Securities), in denominations of $100,000 and any integral multiple of $1,000 in
excess thereof.  As provided in the Indenture and subject to certain limitations
therein  set  forth  and to the  limitations  described  below,  if  applicable,
Securities of this series are  exchangeable  for a like aggregate Face Amount of
Securities of this


                                       13





series and of like tenor of a different authorized denomination, as requested by
the Holder surrendering the same.

               Section  12.  Registration  of  Transfer.   As  provided  in  the
Indenture and subject to certain  limitations therein set forth, the transfer of
this Security is  registrable in the Security  Register,  upon surrender of this
Security for  registration of transfer at the office or agency of the Company in
any place where the  principal  of (and  premium,  if any) and  interest on this
Security are payable,  duly endorsed by, or accompanied by a written  instrument
of transfer in form satisfactory to the Company and the Security  Registrar duly
executed by, the Holder hereof or his attorney duly  authorized in writing,  and
thereupon one or more new Securities of this series, of authorized denominations
and for the  same  aggregate  Face  Amount,  will be  issued  to the  designated
transferee or transferees.

               If  this  Security  is  a  Global  Security,   this  Security  is
exchangeable  only if the  Depository  is at any time  unwilling  or  unable  to
continue  as  depository  and a successor  depository  is not  appointed  by the
Company  within 90 days, or the  Depository  has ceased to be a clearing  agency
registered under the Securities  Exchange Act of 1934, as amended. In such case,
the Company  will issue  Securities  in  certificated  form in exchange for each
Global Security. In addition,  the Company may at any time determine not to have
Securities  represented  by a Global  Security  and, in such  event,  will issue
Securities in certificated form in exchange for the Global Security representing
such  Security.  In addition,  if there shall have occurred and be continuing an
Event of Default,  the Company will issue  Securities  in  certificated  form in
exchange  for  each  Global  Security.  In any  such  instance,  an  owner  of a
beneficial  interest in a Global Security will be entitled to physical  delivery
in certificated  form of Securities equal in principal amount to such beneficial
interest  and to have such  Securities  registered  in its name,  Securities  so
issued in certificated form will be issued in denominations of $100,000 (or such
other denomination as shall be specified by the Company) or any amount in excess
thereof which is an integral multiple of $1,000 and will be issued in registered
form only, without coupons.

               No  service  charge  shall be made for any such  registration  of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

               Prior to due  presentment  of this Security for  registration  of
transfer,  the Company,  the Trustee and any agent of the Company or the Trustee
may treat the  Person in whose name this  Security  is  registered  as the owner
hereof for all purposes,  whether or not this  Security be overdue,  and neither
the  Company,  the Trustee nor any such agent shall be affected by notice to the
contrary.

               Section  13.  Events  of  Default.  If an Event of  Default  with
respect to the  Securities of this series shall have occurred and be continuing,
the  principal  of all the  Securities  of this series may be  declared  due and
payable in the manner and with the effect provided in the Indenture.



                                       14





               Section 14. Defined  Terms.  All terms in this Security which are
defined  in the  Indenture  shall  have  the  meanings  assigned  to them in the
Indenture,

               Section 15. Governing Law. This Security shall be governed by and
construed in accordance with the law of the State of New York.












                                       15





                            OPTION TO ELECT REPAYMENT

               The undersigned owner of this Security hereby  irrevocably elects
to have the  Company  repay the  principal  amount of this  Security  or portion
hereof below  designated at (i) the Optional  Repayment  Price  indicated on the
face hereof, if this Security is to be repaid pursuant to the Optional Repayment
provision  hereof,  or (ii) 100% of the principal  amount of this Security to be
repaid plus accrued  interest to the Optional Reset Date, if this Security is to
be repaid pursuant to the Optional  Interest Reset provision  hereof,  or to the
Original  Maturity  Date,  if this  Security  is to be  repaid  pursuant  to the
Optional Extension of Maturity provision hereof.



Dated:
      ----------------------------------     -----------------------------------
                                                         Signature

SIGNATURE GUARANTEED:                        Sign exactly as name appears on the
                                             front of this  Security  [SIGNATURE
                                             GUARANTEED   --  required  only  if
                                             Securities  are  to be  issued  and
                                             delivered   to   other   than   the
- ----------------------------------------     registered holder]

Principal amount to be repaid, if amount     Fill   in   for   registration   of
to be repaid is less than the  principal     Securities    if   to   be   issued
amount  of  this   Security   (principal     otherwise  than  to the  registered
amount  remaining  must be an authorized     holder:                            
denomination)                                
                                             Name:
                                                  ------------------------------

- ----------------------------------------     Address:
                                                     ---------------------------

                                             -----------------------------------
                                                (Please print name and address,
                                                       including  zip code)

                                                    SOCIAL SECURITY OR OTHER
                                                       TAXPAYER ID NUMBER


                                             -----------------------------------









                                       16





                                  ABBREVIATIONS

               The following abbreviations,  when used in the inscription on the
face of this  instrument,  shall be construed as though they were written out in
full according to applicable laws or regulations:

               TEN COM              -       as tenants in common

               TEN ENT              -       as tenants by entireties

               JT TEN               -       as joint tenants with right of 
                                            survivorship and not as tenants
                                            in common

               UNIF GIFT MIN ACT    -             Custodian      
                                           -------         -------
                                           (Guest)         (Minor)

               Under Uniform Gifts to Minors Act
                                                -----------
                                                  (State)

     Additional abbreviations may also be used though not in the above list.










                                       17




        FOR VALUE  RECEIVED,  the  undersigned  hereby  sell(s),  assign(s)  and
transfer(s) unto



- --------------------------------------------------------------------------------
      Please print or type name and address, including zip code of assignee



- --------------------------------------------------------------------------------
          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE



- --------------------------------------------------------------------------------
      the within Security of UNITED TECHNOLOGIES CORPORATION and all rights
          thereunder and does hereby irrevocably constitute and appoint


- --------------------------------------------------------------------------------
         to transfer the said Security on the books of the within-named
           Company, with full power of substitution in the premises.

Dated
     ----------------------------------

SIGNATURE GUARANTEED:
                                            ------------------------------------


                                            ------------------------------------
                                            NOTICE:   The   signature   to  this
                                            assignment  must correspond with the
                                            name as it  appears  upon the ace of
                                            the   within   Security   in   every
                                            particular,  without  alteration  or
                                            enlargement     or    any     change
                                            whatsoever.











                                       18


                        [Shearman & Sterling Letterhead]



                                 August 24, 1998


United Technologies Building
One Financial Plaza
Hartford, Connecticut 06101

                           Medium-Term Notes, Series B
             Due Nine Months to Thirty Years from the Date of Issue
       -------------------------------------------------------------------


Ladies and Gentlemen:

         We are acting as special tax counsel to the United Technologies
Corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (Registration Statement No. 33-46916, the "Registration Statement"),
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
offering from time to time, as set forth in the prospectus dated July 27, 1998
(the "Prospectus"), and in the supplement to the Prospectus, dated August 24,
1998 (the "Prospectus Supplement"), of the Company's Medium-Term Notes, Series
B.

         In delivering our opinion, we have reviewed the Registration Statement,
the Prospectus, the exhibits thereto, and the Prospectus Supplement, and have
relied upon the representations, facts and descriptions set forth therein, which
you have represented as being true, correct and complete.

         Based upon the foregoing and the Internal Revenue Code of 1986, as
amended, the Treasury Regulations promulgated thereunder (including proposed
Regulations) and our consideration of other pertinent authorities, all as in
effect on the date hereof, we hereby confirm to you our advice as set forth in
the Prospectus Supplement under the heading "United States Taxation".

         We also hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the caption "United
States Taxation" in the Prospectus Supplement.

                                                   Very truly yours,


                                                   /s/ Shearman & Sterling