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                              FORM 10-Q

                  SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON D.C.

                                20549

       [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934


            For the quarterly period ended March 31, 1999



                                  OR



      [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

For the transition period
from____________________________to__________________________


Commission file number 1-812





                   UNITED TECHNOLOGIES CORPORATION


             DELAWARE                         06-0570975

          One Financial Plaza, Hartford, Connecticut  06101

                            (860) 728-7000




Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months,  and (2) has been  subject to such filing  requirements
for the past 90 days.  Yes    X     .   No          .

At March 31,  1999 there were  225,753,606 shares of  Common Stock  outstanding,
which does not  reflect a  two-for-one stock  split of  the Registrant's  Common
Stock announced on April 30, 1999 and payable on May  17, 1999 in the form of  a
stock dividend to shareowners of record at the close of business on May 7, 1999.








                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

              CONTENTS OF QUARTERLY REPORT ON FORM 10-Q

                     Quarter Ended March 31, 1999



                                                               Page

Part I - Financial Information

  Item 1. Financial Statements:

     Condensed Consolidated Statement of                         1
       Operations for the quarters ended March                   
       31, 1999 and 1998
     Condensed Consolidated Balance Sheet at March               2
       31, 1999 and December 31, 1998                            
     Condensed Consolidated Statement of Cash                    3
       Flows for the quarters ended March 31,                    
       1999 and 1998
     Notes to Condensed Consolidated Financial                   4
       Statements
     Report of Independent Accountants                           9

  Item 2. Management's Discussion and Analysis of               10
     Results of Operations and Financial Position               

Part II - Other Information

  Item 1. Legal Proceedings                                     18

  Item 5. Other Information                                     19

  Item 6. Exhibits and Reports on Form 8-K                      27

Signatures                                                      28

Exhibit Index






















                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                             (Unaudited)


                                                                 Quarter Ended
                                                                   March 31,
In Millions of Dollars (except per share amounts)             1999           1998
                                                                
Revenues:
   Product sales                                        $     3,980    $     3,931
   Service sales                                              1,402          1,289
   Financing revenues and other income, net                      60             88
                                                              5,442          5,308
Costs and expenses:
   Cost of products sold                                      3,110          3,145
   Cost of services sold                                        867            816
   Research and development                                     274            277
   Selling, general and administrative                          701            661
   Interest                                                      55             47
                                                              5,007          4,946
Income from continuing operations before income taxes
   and minority interests                                       435            362
   Income taxes                                                 136            114
   Minority interests                                            21             19
Income from continuing operations                               278            229

Discontinued operation:
   Income from operations of discontinued UT Automotive
   subsidiary (net of applicable income tax provisions
   of $15 in 1999 and 1998)                                      30             31
Net Income                                              $       308    $       260

Earnings per share of common stock*:
  Continuing Operations:
   Basic                                                $       .60    $       .48
   Diluted                                              $       .57    $       .46
  Discontinued Operation:
   Basic                                                $       .07    $       .07
   Diluted                                              $       .06    $       .06
  Net earnings per share:
   Basic                                                $       .67    $       .55
   Diluted                                              $       .63    $       .52

Dividends per share of common stock*                    $      .180    $      .155

Average number of shares outstanding (in millions)*
   Basic                                                        451            459
   Diluted                                                      492            498


See accompanying Notes to Condensed Consolidated Financial Statements

*Reflects two-for-one stock split as described in Notes to Condensed
Consolidated Financial Statements.






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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES


                      CONDENSED CONSOLIDATED BALANCE SHEET


                                                                
                                                          March 31,     December 31,
In Millions of Dollars                                       1999           1998
                                                         (Unaudited)


                                Assets


                                                                

Cash and cash equivalents                               $       657    $       550
Accounts receivable, net                                      3,418          3,417
Inventories and contracts in progress, net                    3,302          3,191
Future income tax benefits                                    1,198          1,222
Other current assets                                            228            161
Net investment in discontinued operation                      1,255          1,287
   Total Current Assets                                      10,058          9,828
Fixed assets                                                  9,495          9,549
   Less - accumulated depreciation                           (6,034)        (5,994)
                                                              3,461          3,555
Goodwill                                                      1,404          1,417
Other assets                                                  2,989          2,968

   Total Assets                                         $    17,912    $    17,768
   

                 Liabilities and Shareowners' Equity


                                                                

Long-term debt currently due                            $       100    $        99
Short-term borrowings                                           541            504
Accounts payable                                              1,648          1,860
Accrued liabilities                                           5,092          4,719
   Total Current Liabilities                                  7,381          7,182
Long-term debt                                                1,553          1,570
Future pension and postretirement benefit obligations         1,679          1,682
Other long-term liabilities                                   2,346          2,500

Series A ESOP Convertible Preferred Stock                       827            836
ESOP deferred compensation                                     (373)          (380)
                                                                454            456
Shareowners' Equity:
   Common Stock                                               2,818          2,708
   Treasury Stock                                            (3,212)        (3,117)
   Retained earnings                                          5,595          5,411
   Accumulated other non-shareowner changes in
     equity                                                    (702)          (624)
                                                              4,499          4,378

 Total Liabilities and Shareowners' Equity              $    17,912    $    17,768



See accompanying Notes to Condensed Consolidated Financial Statements




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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES


            CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Unaudited)


                                                                 Quarter Ended
                                                                   March 31,
In Millions of Dollars                                        1999           1998
                                                                
Operating activities:
   Income from continuing operations                    $       278    $       229
   Adjustments to reconcile net income to net cash
    flows provided by operating activities:
    Depreciation and amortization                               183            181
    Deferred income tax provision (benefit)                      50            (81)
    Change in:
     Accounts receivable                                       (108)          (257)
     Inventories and contracts in progress                     (138)           (85)
     Accounts payable and accrued liabilities                   201            382
     Other current assets                                       (71)            77
    Other, net                                                  (19)            70
     Net cash flows provided by operating                       
       activities                                               376            516
Investing activities:
   Capital expenditures                                        (129)          (106)
   Acquisitions of business units                               (95)          (235)
   Disposition of business unit                                  43              -
   Increase in customer financing assets, net                   (11)           (84)
   Other, net                                                     6             33
     Net cash flows used in investing activities               (186)          (392)
Financing activities:
   Issuance of long-term debt                                     -              -
   Repayments of long-term debt                                 (14)           (63)
   Increase (decrease) in short-term borrowings, net             53            (15)
   Dividends paid on Common Stock                               (81)           (71)
   Common Stock repurchase                                      (97)           (89)
   Other, net                                                    55             53
     Net cash flows used in financing activities                (84)          (185)

Net cash flows provided by discontinued operation                30             31
Effect of foreign exchange rate changes on Cash and
  cash equivalents                                              (29)            (6)
     Net increase (decrease) in Cash and cash
       equivalents                                              107            (36)
Cash and cash equivalents, beginning of year                    550            655
Cash and cash equivalents, end of period                $       657    $       619





See accompanying Notes to Condensed Consolidated Financial Statements









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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES



         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (Unaudited)

  The Condensed Consolidated Financial Statements at March 31, 1999 and for  the
quarters ended March 31, 1999 and 1998 are unaudited, but in the opinion of  the
Corporation  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments, necessary for a  fair presentation of the  results for the  interim
period.   Certain reclassifications  have been  made to  prior year  amounts  to
conform to the current year presentation.

  Total non-shareowner changes in  equity includes all changes in equity  during
a period  except  those  resulting from  investments  by  and  distributions  to
shareowners.  The specific  components include: net  income, deferred gains  and
losses resulting from foreign currency translation and minimum pension liability
adjustments.  Total non-shareowner  changes in equity were  $230 million in  the
first quarter of 1999, compared to $263 million in the same period of 1998.

Recent Developments

Disposition of UT Automotive

  On  May  4,  1999, the  Corporation  sold  its  UT  Automotive  unit  to  Lear
Corporation (Lear) for $2.3 billion.   Net cash proceeds  from the sale will  be
approximately $2.1  billion  after payment  of  taxes.   An  after-tax  gain  of
approximately $600 million  will be  recognized in  the second  quarter of  1999
along with approximately one month of UT Automotive earnings.  UT Automotive net
assets appear in these Consolidated Financial Statements as a net investment  in
a discontinued operation and  related results as income  from operations of  the
discontinued UT Automotive subsidiary.

Pending Acquisition

  On  February 22,  1999,  the Corporation  announced  an agreement  to  acquire
Sundstrand Corporation, for consideration of cash and stock, in a merger  valued
at approximately $4.3 billion, including assumed debt.

  The  merger  is  subject  to  customary  conditions  including  approvals   by
Sundstrand shareowners and approval by U.S. and foreign regulatory agencies. The
merger will be accounted for using the purchase method and is expected to  close
in mid-June.

  In 1998,  Sundstrand had  $2.0 billion  in revenues  and $226  million in  net
income.

  The Corporation plans to finance the  cash portion of the purchase price  with
the after-tax cash proceeds  from the sale of  its UT Automotive unit  discussed
above and  through  the issuance  of  long-term  and medium-term  debt.    These
financings will result in higher interest  expense in future periods and  higher
levels of debt to capital.

Shelf Registration Statement

  In April, the Corporation  filed a registration statement with the  Securities
and Exchange Commission concerning  the issuance of up  to $529 million in  debt
securities. The registration statement became effective on April 16, 1999.   The
total amount  of medium-term  and long-term  debt that  could be  issued by  the
Corporation under this and  a previous registration  statement is $1.0  billion.
                                       4
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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

The proceeds from the  potential issuance of debt  securities would be used  for
general corporate purposes,  acquisitions and repurchases  of the  Corporation's
common stock.

Stock Split

     On April  30, 1999,  the Corporation  announced a  two-for-one stock  split
payable on May 17, 1999 in the form of a stock dividend to shareowners of record
at the close of business on May 7, 1999.  All share and per share information in
the Condensed Consolidated Financial Statements reflect the stock split.

Cost Reduction Efforts

  During 1998,  the Corporation recorded pre-tax  charges totaling $320  million
related to  ongoing efforts  to reduce  costs of  its continuing  operations  in
response to  an increasingly  competitive business  environment.   Charges  were
recorded in  each of  the Corporation's  operating  segments with  the  majority
relating to the Pratt & Whitney, Otis and Carrier operations.  The amounts  were
primarily recorded  in cost  of  sales and  relate  to workforce  reductions  of
approximately 7,500 employees, plant closings and charges associated with  asset
impairments.   Approximately 4,800  employees were  terminated as  of March  31,
1999.  The remaining terminations and plant closings are planned to be completed
by December of this year.

  The following table summarizes the costs associated with these actions.



                          Severance
                             and         Other        Asset
                           Related       Exit         Write-      
In Millions of Dollars      Costs        Costs        Downs        Total
                                                 

1998 Charges            $     266    $      5    $      49    $    320
Utilized through              
3/31/99                       176           2           49         227

Remaining               $      90    $      3    $       -    $     93




  The  Corporation   expects  to  record   additional  cost  reduction   charges
throughout the  remainder of  1999 across  all operating  segments in  order  to
further reduce costs and streamline the operations.















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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES


Contingent Liabilities

  There  has   been  no  significant  change   in  the  Corporation's   material
contingencies during 1999, however, the matters previously described in Note  14
of the Notes to  Consolidated Financial Statements  in the Corporation's  Annual
Report, incorporated by reference in the Corporation's Annual Report on Form 10-
K for calendar year 1998, are summarized below.

Environmental

  The  Corporation's  operations are  subject  to  environmental  regulation  by
federal, state  and   local authorities  in  the United  States  and  regulatory
authorities with jurisdiction over its foreign operations.

  Environmental investigatory, remediation, operating and maintenance costs  are
accrued when it is probable  that a liability has  been incurred and the  amount
can be reasonably estimated.   The most  likely cost to  be incurred is  accrued
based on  an  evaluation of  currently  available  facts with  respect  to  each
individual site, including existing technology, current laws and regulations and
prior remediation experience.   Where no amount within  a range of estimates  is
more likely,  the minimum  is  accrued.   For  sites with  multiple  responsible
parties, the  Corporation  considers  its  likely  proportionate  share  of  the
anticipated remediation costs and  the ability of the  other parties to  fulfill
their obligations in establishing a provision for those costs.  Liabilities with
fixed or reliably determinable future cash payments are discounted.

  The  Corporation maintains  property  insurance  with a  number  of  insurance
companies.  Litigation is continuing against one of the Corporation's historical
property insurers seeking coverage for  environmental costs incurred at  certain
facilities.  The litigation  is expected to last  several years.   Environmental
liabilities are not reduced by potential insurance reimbursements.

  As  discussed   above,  the  Corporation   has  accrued  for   the  costs   of
environmental remediation activities and periodically reassesses these  amounts.
Management believes that losses materially in excess of amounts accrued are  not
reasonably possible.

U.S. Government

  The Corporation is now and believes  that, in light of the current  government
contracting environment,  it will  be  the subject  of  one or  more  government
investigations.  If the  Corporation or one of  its business units were  charged
with wrongdoing as a result of  any of these investigations, the Corporation  or
one of its business units could be suspended from bidding on or receiving awards
of new government  contracts pending the  completion of legal  proceedings.   If
convicted or found liable, the Corporation could be fined and debarred from  new
government contracting for a  period generally not to  exceed three years.   Any
contracts found to be tainted by fraud could be voided by the Government.

  The  Corporation's contracts  with the  U.S. Government  are also  subject  to
audits.   Like many  defense contractors,  the  Corporation has  received  audit
reports which recommend that certain contract prices should be reduced to comply
with various  government  regulations.   Some  of these  audit  reports  involve
substantial amounts.  The Corporation has made voluntary refunds in those  cases
it believes appropriate.



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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

Other

  The Corporation extends  performance and operating cost guarantees beyond  its
normal warranty  and  service policies  for  extended  periods on  some  of  its
products, particularly  commercial  aircraft  engines.    Liability  under  such
guarantees is contingent upon  future product performance  and durability.   The
Corporation has  accrued its  estimated liability  that may  result under  these
guarantees.

  The Corporation also has other commitments and contingent liabilities  related
to legal proceedings and matters arising out of the normal course of business.

  The  Corporation has  accrued  for environmental  investigatory,  remediation,
operating and maintenance costs, performance guarantees and other litigation and
claims based on management's estimate of the probable outcome of these  matters.
While it is  possible that  the outcome  of these  matters may  differ from  the
recorded liability, management  believes that resolution  of these matters  will
not have a material impact on  the Corporation's financial position, results  of
operations or cash flows.








































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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES



Earnings Per Share
                                                        Quarter Ended
                                                          March 31,

In Millions of Dollars                                 1999       1998
                                                        
Income from continuing                                         
 operations                                        $     278   $    229
Less:  ESOP Stock dividends                               (8)        (8)
Basic Earnings from continuing                                   
 operations                                              270        221
ESOP Stock adjustment                                      7          6
Diluted earnings from                            
 continuing operations                             $     277   $    227


Income from discontinued                           
   operation, net of tax                           $      30   $     31


Net Income                                         $     308   $    260
Less:  ESOP Stock dividends                               (8)        (8)
Basic earnings                                           300        252
ESOP Stock adjustment                                      7          6
Diluted earnings                                   $     307   $    258

Average shares (in millions)*:
 Basic                                                   451        459

  Stock awards                                            14         12
  ESOP Stock                                              27         27
 Diluted                                                 492        498

Earnings per share of common
 stock*:
 Continuing operations:
  Basic                                            $     .60   $    .48
  Diluted                                          $     .57   $    .46

 Discontinued operations:
  Basic                                            $     .07   $    .07
  Diluted                                          $     .06   $    .06

 Net earnings per share:
  Basic                                            $     .67   $    .55
  Diluted                                          $     .63   $    .52





*Reflects  two-for-one  stock   split  as  described   in  Notes  to   Condensed
Consolidated Financial Statements.






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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

  With respect to the unaudited condensed consolidated financial information  of
United Technologies Corporation for the quarters ended March 31, 1999 and  1998,
PricewaterhouseCoopers LLP  ("PricewaterhouseCoopers") reported  that they  have
applied limited  procedures  in accordance  with  professional standards  for  a
review of such information.  However, their separate report dated April 20, 1999
appearing below, states  that they  did not  audit and  they do  not express  an
opinion  on  that  unaudited   condensed  consolidated  financial   information.
PricewaterhouseCoopers has not carried out  any significant or additional  audit
tests beyond those which would have been necessary if their report had not  been
included.   Accordingly,  the  degree  of  reliance  on  their  report  on  such
information should be restricted  in light of the  limited nature of the  review
procedures applied.   PricewaterhouseCoopers  is not  subject to  the  liability
provisions of section 11  of the Securities  Act of 1933  ("the Act") for  their
report on  the unaudited  condensed consolidated  financial information  because
that report is not a "report" or a "part" of the registration statement prepared
or certified by PricewaterhouseCoopers within the  meaning of sections 7 and  11
of the Act.

                  REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareowners of
  United Technologies Corporation

  We  have  reviewed  the  accompanying  condensed  consolidated  statement   of
operations of United Technologies Corporation and consolidated subsidiaries  for
the quarters ended March 31, 1999 and 1998, the condensed consolidated statement
of cash flows for the quarters ended March 31, 1999 and 1998, and the  condensed
consolidated balance sheet as of March 31, 1999.  This financial information  is
the responsibility of the company's management.

  We  conducted our  review  in accordance  with  standards established  by  the
American Institute  of  Certified  Public Accountants.    A  review  of  interim
financial information consists principally of applying analytical procedures  to
financial data and  making inquiries of  persons responsible  for financial  and
accounting matters.  It is substantially  less in scope than an audit  conducted
in accordance with generally accepted auditing standards, the objective of which
is the expression of  an opinion regarding the  financial statements taken as  a
whole.  Accordingly, we do not express such an opinion.

  Based on  our review,  we are  not aware  of any  material modifications  that
should be  made  to the  accompanying  financial information  for  it to  be  in
conformity with generally accepted accounting principles.

  We  previously  audited   in  accordance  with  generally  accepted   auditing
standards, the  consolidated balance  sheet as  of December  31, 1998,  and  the
related consolidated statements of operations, of changes in shareowners' equity
and of cash flows  for the year then  ended (not presented  herein), and in  our
report dated  January 21,  1999 we  expressed an  unqualified opinion  on  those
consolidated financial statements.  In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet  as of December 31,  1998,
is fairly  stated in  all  material respects  in  relation to  the  consolidated
balance sheet from which it has been derived.



PricewaterhouseCoopers LLP
Hartford, Connecticut
April 20, 1999

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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             RESULTS OF OPERATIONS AND FINANCIAL POSITION


                         BUSINESS ENVIRONMENT

  The  Corporation's operations  are classified  into five  principal  operating
segments.   Carrier and  Otis serve  customers in  the commercial  property  and
residential housing industries.  Pratt & Whitney and the Flight Systems segment,
which includes Sikorsky  Aircraft and  Hamilton Standard,  serve commercial  and
government customers in the aerospace industry.  UT Automotive serves  customers
in the automotive industry.  Refer to Notes to Condensed Consolidated  Financial
Statements for discussion of the sale of UT Automotive to Lear Corporation which
occurred on May 4, 1999.  As worldwide businesses, the Corporation's  operations
are affected by global and regional economic factors.  However, the diversity of
the Corporation's businesses  and global market  presence has  helped limit  the
impact of  any  one  industry or  the  economy  of any  single  country  on  the
consolidated results.

  The Asian economic crisis has significantly slowed growth in the region  since
the latter part of 1997.  Tightening of credit in Asia has restricted  available
financing for new construction and slowed  the completion of projects  currently
underway, resulting  in  less activity  compared  to pre-crisis  years.    While
recognizing that the Asian economic downturn  will likely continue during  1999,
management believes the long-term economic growth prospects of the region remain
intact.  Therefore,  the Corporation's  Asian investment  strategy continues  to
focus on the long-term infrastructure requirements of the region.

  During the first quarter  of 1999, the Brazilian Real devalued  significantly,
triggering a destabilizing effect throughout Latin America.  The impact of  this
devaluation could result in slower near-term growth in the region.

  Worldwide airline profits, traffic growth and load factors have been  reliable
indicators for new aircraft and after-market orders. U.S. and European  airlines
are experiencing continued profitability driven primarily by low fuel prices and
the effect of cost  reduction programs. Airlines in  the Asia Pacific and  Latin
American regions have suffered declines  in operating results reflecting  weaker
local economies. This  erosion in  earnings has resulted  in a  decrease in  new
orders for aerospace products and cancelations  or deferrals of existing  orders
throughout the industry.  The impact of  the Asian and  Latin American  economic
downturn or a slowdown in the aviation industry, as a whole, will likely  result
in lower manufacturing volumes in the near term.

  The defense  portion of the  Corporation's aerospace  businesses continues  to
respond to a changing global political  environment.  The U.S. defense  industry
continues to downsize and consolidate in response to continued pressure on  U.S.
defense spending.












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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES


                   RESULTS OF CONTINUING OPERATIONS

  Consolidated revenues and margin percentages were as follows:



                                                      Quarter Ended
                                                        March 31,
In Millions of Dollars                               1999        1998
                              
Sales                                            $   5,382    $  5,220
Financing revenues and
 other income, net                                      60          88
Revenues                                         $   5,442    $  5,308

Gross margin %                                        26.1%       24.1%




  Consolidated revenues for  the first quarter of 1999  were 3% higher than  the
first quarter of 1998, primarily  driven by growth at  Pratt & Whitney and  Otis
partly offset by a Sikorsky driven decline at Flight Systems.

  Financing revenues and other income,  net, decreased $28 million in the  first
quarter of 1999 compared to  the first quarter of  1998. The first quarter  1998
results reflect the settlement of a contract dispute with the U.S. Government.

  Gross margin as a percentage of  sales increased two percentage points in  the
first quarter of 1999 compared to the same period of 1998 due to improvements at
all business units, but primarily at Carrier and Otis.

  Research  and development  spending decreased  $3 million  (1%) in  the  first
quarter of  1999  compared to  1998.  As a  percentage  of sales,  research  and
development was 5.1% in the first quarter of  1999 compared to 5.3% in the  same
period of 1998.  Research and development spending in 1999 is expected to remain
at approximately 5% of sales.

  Selling, general  and administrative expenses  increased $40  million (6%)  in
the first quarter of 1999  compared to 1998 due  to increases in most  segments.
As a percent of sales, these expenses increased to 13.0% in the first quarter of
1999 from 12.7% in the same period of 1998, due to increases at Flight  Systems,
Carrier and Pratt & Whitney.

  The  effective income  tax  rate for  the  first  quarter of  1999  was  31.3%
compared to 31.5% for the first quarter of 1998.  The Corporation has  continued
to lower its effective income tax rate by implementing tax reduction strategies.













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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES


  Revenues  and  operating profits  of  the  Corporation's  principal  operating
segments for the  quarters ended  March 31,  1999 and  1998 are  as follows  (in
millions of dollars):



                                                             Operating
                           Revenues      Operating Profits Profit Margin
Quarter Ended March      1999     1998     1999     1998    1999   1998
31,
                                                

  Otis                 $ 1,363  $ 1,322  $   155  $    98  11.4%    7.4%
  Carrier                1,510    1,498       91       18   6.0%    1.2%
  Pratt & Whitney        2,019    1,916      280      293  13.9%   15.3%
  Flight Systems           606      676       40       65   6.6%    9.6%
  UT Automotive            810      729       47       49   5.8%    6.7%
  Total segment          6,308    6,141      613      523   9.7%    8.5%
  Eliminations and         
  Other                    (56)    (104)     (11)     (10)
  General corporate          
  expenses                   -        -      (65)     (55)
  Discontinued            
  operation               (810)    (729)     (47)     (49)
  Consolidated         $ 5,442  $ 5,308      490      409
  Interest expense                           (55)     (47)
  Consolidated income from
  continuing   operations
  before income taxes and                
  minority interests                      $   435  $   362




  Otis revenues increased 3% in the first quarter of 1999 compared to the  first
quarter of 1998. The  increase in revenues  was due to  increases in Europe  and
North America  partially  offset by  declines  in  the Asia  Pacific  and  Latin
American operations.

  Otis operating  profits increased  $57 million in  the first  quarter of  1999
compared to the first quarter of 1998.  1998 results include charges related  to
salaried  workforce  reductions  and  the  consolidation  of  manufacturing  and
engineering facilities.   Operating profits  improved in  all operations  except
Latin America compared to the first quarter of 1998.

  Carrier revenues  increased 1% in the  first quarter of  1999 compared to  the
first quarter  of 1998.  The increase  in  revenues was  due  to the  impact  of
acquisitions, increases in  Refrigeration Operations  and in  Europe, offset  by
declines in Latin American and the Asia Pacific operations.

  Carrier operating profits increased $73  million in the first quarter of  1999
compared to the first quarter of  1998. Results in 1998 include charges  related
to  workforce  reductions,   plant  closures   and  implementation   of  a   new
manufacturing strategy in  the rotary chiller  business. In addition,  operating
profits improved in all operations compared to the first quarter of 1998.

  Pratt & Whitney  revenues increased 5% in the  first quarter of 1999  compared
to the first quarter  of 1998.  The  1999 increase reflects higher  after-market
revenues, primarily from  the 1998 investment  in an overhaul  and repair  joint
venture in Singapore, as well as increased military sales and commercial  engine
                                       12
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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

shipments.  Revenues in 1998 benefited from the settlement of a contract dispute
with the U.S. Government.

  Pratt &  Whitney operating  profits decreased $13  million (4%)  in the  first
quarter of 1999 compared to the first quarter of 1998.  The quarter-over-quarter
comparison includes the impact of the settlement of a contract dispute with  the
U.S. Government in the  first quarter of  1998.  In  addition, the 1999  results
reflect improvement in the military engine and overhaul and repair businesses.

  Flight Systems revenues  decreased 10% in the  first quarter of 1999  compared
to the first quarter of 1998.  Revenue increases at Hamilton Standard, resulting
primarily  from  the   1998  acquisition  of   a  French  aerospace   components
manufacturer, were more  than offset by  lower revenues at  Sikorsky due to  the
timing of helicopter deliveries.

  Flight Systems  operating profits  decreased $25  million (38%)  in the  first
quarter of  1999  compared to  the  first quarter  of  1998 as  improvements  at
Hamilton Standard, resulting  primarily from the  1998 acquisition  of a  French
aerospace components manufacturer, were more than offset by declines at Sikorsky
due to lower revenues.

  UT Automotive revenues increased 11% in the first quarter of 1999 compared  to
the first quarter of 1998, due to volume increases in all businesses.

  UT  Automotive  operating profits  decreased  $2  million (4%)  in  the  first
quarter of 1999 compared to the first quarter of 1998 primarily due to  declines
in both  the  electrical and  interiors  businesses  as a  result  of  continued
operational issues and OEM pricing pressures.

  Refer to Notes  to Condensed Consolidated Financial Statements for  discussion
of the sale of UT Automotive to Lear Corporation which occurred on May 4, 1999.




























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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES


                   FINANCIAL POSITION AND LIQUIDITY

  Management  assesses the  Corporation's  liquidity  in terms  of  its  overall
ability to  generate  cash  to fund  its  operating  and  investing  activities.
Significant factors  affecting  the  management  of  liquidity  are  cash  flows
generated  from  operating   activities,  capital  expenditures,   acquisitions,
customer financing requirements, common  stock repurchases, adequate bank  lines
of  credit  and  financial  flexibility   to  attract  long-term  capital   with
satisfactory terms.

  Set forth below is selected key cash flow data:



                                                     Quarter Ended
                                                       March 31,
In Millions of Dollars                             1999          1998
                                                     
Operating Activities
  Net cash flows provided by operating        
  activities                                  $      376    $      516

Investing Activities
  Capital expenditures                              (129)         (106)
  Acquisitions of business units                     (95)         (235)
  Disposition of business unit                        43             -
  Increase in customer financing assets, net         (11)          (84)

Financing Activities
  Common Stock repurchase                            (97)          (89)
  Increase (Decrease) in total debt                   21           (55)
  Decrease in net debt                               (86)          (19)




  Cash  flows provided  by operating  activities were  $376 million  during  the
first quarter  of 1999 compared  to $516  million for the first quarter of 1998.
The  decrease resulted from lower  working capital performance  partly offset by
improved operating performance.

  Cash flows used  in investing activities were a use  of funds of $186  million
during the first quarter of 1999 compared to  a use of $392 million in the first
quarter of 1998.   Capital expenditures in the  first quarter of 1999 were  $129
million, a $23 million increase  from the  corresponding  period  of  1998.  The
Corporation  invested $95 million in  the acquisition  of  businesses, including
Carrier's  investment in  a  joint venture  in  Japan.   Current  year  proceeds
from the  disposition of business  unit represents Hamilton  Standard's sale  of
a microelectronic controls business.  Customer financing activity was  a net use
of cash of $11 million in the first quarter of 1999, compared to an  $84 million
net use of cash  in the first quarter  of 1998, primarily as  a result of  first
quarter 1998  funding  for an  airline  customer.  While the Corporation expects
1999 customer financing  activity  will be a net  use of  funds,  actual funding
is subject to usage under existing  customer  financing  commitments  during the
remainder of  the  year.   The  Corporation's total  commitments to  finance  or
arrange  financing of commercial  aircraft and  related equipment  at  March 31,
1999 were approximately $1.3 billion.

  As described in Notes to the Condensed Consolidated  Financial  Statements the
Corporation filed a  registration  statement with  the  Securities and  Exchange
                                       14
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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

Commission in  April concerning  the issuance  of  up to  $529 million  in  debt
securities. The registration statement became effective on April 16, 1999.   The
total amount  of medium-term  and long-term  debt that  could be  issued by  the
Corporation under this and  a previous registration  statement is $1.0  billion.
The proceeds from the  potential issuance of debt  securities would be used  for
general corporate  purposes,  including  financing  a  portion  of  the  pending
acquisition of Sundstrand Corporation, other acquisitions and repurchases of the
Corporation's common stock.

  The Corporation  repurchased $97 million  of Common  Stock, representing  1.55
million shares, in  the first quarter of 1999  under previously  announced share
repurchase programs. The share repurchase program  continues to be a use of  the
Corporation's  cash flows and has more than offset the dilutive effect resulting
from  the  issuance  of  stock  under  stock-based  employee  benefit programs.


  Other selected financial data is as follows:



                                   March 31,   December 31,   March 31,
In Millions of Dollars               1999          1998         1998
                                                   

Cash and cash equivalents        $      657    $     550    $      619
Total debt                            2,194        2,173         1,512
Net debt (total debt less cash)       1,537        1,623           893
Shareowners' equity                   4,499        4,378         4,236
Debt-to-total capitalization             33%          33%           26%
Net debt-to-total capitalization         25%          27%           17%




  The Corporation manages its worldwide cash requirements considering  available
funds among the many subsidiaries through which it conducts its business and the
cost effectiveness with which those funds  can be accessed. The repatriation  of
cash balances from certain of the Corporation's subsidiaries could have  adverse
tax consequences; however, those balances are generally available without  legal
restrictions to fund ordinary business operations.  The Corporation has and will
continue to transfer  cash from those  subsidiaries to the  parent and to  other
international subsidiaries when it is cost effective to do so.

  Management  believes that  its  existing  cash position  and  other  available
sources of liquidity are sufficient to meet current and anticipated requirements
for the foreseeable future.  Management anticipates the level of debt-to-capital
will increase during the remainder of the  year in order to satisfy its  various
cash flow  requirements,  including  acquisition spending  and  continued  share
repurchases.


                                   Year 2000

  The Corporation  has developed a  project plan to  address the  impact of  the
Year 2000 on its internal systems, products  and facilities, as well as its  key
suppliers and customers.  The project  has strong executive sponsorship and  has
been reviewed  by  an independent  third  party.  The project  consists  of  the
following phases: awareness,  assessment, remediation,  testing and  contingency
planning.


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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

  The  Corporation has  completed  the  awareness phase  and  has  substantially
completed the assessment phase, with respect  to its internal systems,  products
and  facilities.  The  Corporation  is  in  the  process  of  carrying  out  the
remediation and testing phases, which are expected to be substantially completed
by September 1999.

  The Corporation has been assessing its Year 2000 risks related to  significant
relationships with third  parties via  ongoing communication  with its  critical
suppliers and customers.  As part of the process, the Corporation has  requested
written assurances from these suppliers and  customers that they have Year  2000
readiness programs  in  place, as  well  as an  affirmation  that they  will  be
compliant when necessary.    Responses  to these inquiries  are currently  being
gathered and  reviewed.    Further analysis,  including  site  visits,  will  be
conducted as necessary.  Activities related to third parties are scheduled to be
completed by September 1999.  Despite these efforts, the Corporation can provide
no assurance  that supplier  and customer  Year 2000  compliance plans  will  be
successfully completed in a timely manner.

  The  Corporation  is  taking steps  to  prevent  major  interruptions  in  the
business due to Year 2000 problems using both internal and external resources to
identify and  correct  problems and  to  test for  readiness.     The  estimated
external costs  of the  project, including  equipment costs  and consultant  and
software licensing fees, are expected to be approximately $140 million. Internal
costs, which are primarily payroll related, are expected to be approximately $55
million. These costs are being funded through operating cash flows with  amounts
that would normally be  budgeted for the  Corporation's information systems  and
production and  facilities equipment.   As  of March  31, 1999,  total costs  of
external and internal resources incurred amounted to approximately $100  million
and relate primarily to internal systems, products and facilities.  Although the
Corporation has been  working on  its Year  2000 readiness  efforts for  several
years, costs incurred  prior to 1997  have not been  separately tracked and  are
generally not included in the estimate of total costs.

  The schedule for  completion and the estimated  associated costs are based  on
management's estimates, which include assumptions of  future events.  There  can
be no assurance that the Corporation, its suppliers and customers will be  fully
Year 2000 compliant by  January 1, 2000.   The Corporation, therefore, could  be
adversely impacted by such things as loss of revenue, production delays, product
failures, lack  of  third  party readiness  and  other  business  interruptions.
Accordingly, the Corporation has begun  developing contingency plans to  address
potential issues  which  include, among  other  actions, development  of  backup
procedures and identification of alternate  suppliers.  Contingency planning  is
expected to be substantially completed by September 1999.  The ultimate  effects
on the Corporation or its  suppliers or customers of  not being fully Year  2000
compliant are not reasonably estimable.   However, the Corporation believes  its
Year  2000  remediation  efforts,  together  with  the  diverse  nature  of  its
businesses, help reduce the potential impact  of non-compliance to levels  which
will not have a  material adverse impact on  its financial position, results  of
operations or cash flows.










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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES



     CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

  This report  on Form 10-Q contains  statements which, to  the extent they  are
not statements  of  historical  or  present  fact,  constitute  "forward-looking
statements" under the  securities laws.   These  forward-looking statements  are
intended to provide Management's  current expectations or  plans for the  future
operating and financial  performance of  the Corporation,  based on  assumptions
currently believed to be valid.  Forward-looking statements can be identified by
the use of words such as "believe", "expect", "plans", "strategy",  "prospects",
"estimate", "project",  "anticipate"  and  other words  of  similar  meaning  in
connection with  a  discussion of  future  operating or  financial  performance.
These include, among others, statements relating to:

 . the effect of economic downturns or growth in particular regions
 . the effect of changes in the level of activity in particular industries or
  markets
 . the anticipated uses of cash
 . the scope or nature of acquisition activity
 . prospective product developments
 . cost reduction efforts
 . the outcome of contingencies
 . the impact of Year 2000 conversion efforts


  From time to time, oral or written forward-looking statements may also be
included in other materials released to the public.

  All forward-looking statements involve risks and uncertainties that may  cause
actual results  to differ  materially from  those expressed  or implied  in  the
forward-looking statements.  For additional information identifying factors that
may cause actual results  to vary materially from  those stated in the  forward-
looking statements, see the  Corporation's reports on forms  10-K, 10-Q and  8-K
filed with  the Securities  and Exchange  Commission  from time  to time.    The
Corporation's Annual Report on Form 10-K for 1998 includes important information
as to risk factors in the "Business" section under the headings "Description  of
Business by Operating Segment" and "Other Matters Relating to the  Corporation's
Business as a Whole".   Additional important information  as to risk factors  is
included in  this report  in the  section  titled "Management's  Discussion  and
Analysis of Results  of Operations and  Financial Position"  under the  headings
"Business Environment" and "Year 2000".

















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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

                          Part II - Other Information

Item 1 - Legal Proceedings

  In March,  1999, the  Department of  Justice filed  a civil  False Claims  Act
complaint against the Corporation  in the United States  District Court for  the
Southern District of  Ohio (Western Division),  No. C-3-99-093.   This  lawsuit,
previously reported as a proceeding contemplated  by the government, is  related
to the "Fighter Engine  Competition" between Pratt &  Whitney's F100 engine  and
GE's F110 engine,  for contracts awarded  by the U.S.  Air Force between  Fiscal
Years 1985 and  1990, inclusive.   The government alleges  that Pratt &  Whitney
inflated its estimated costs  for purchased parts and  withheld data that  would
have revealed the overstatements.  The government seeks damages of at least  $75
million (some portion of which would be trebled) plus penalties of up to $10,000
per claim submitted.

  The Corporation does not  believe that resolution of the litigation  discussed
above will have  a material adverse  effect upon  the Corporation's  competitive
position, results of operations, cash flow or financial position.

  Except  as noted  above, there  have been  no material  developments in  legal
proceedings during the first quarter of  1999.  For a description of  previously
reported legal proceedings, refer to Part I,  Item 3 - Legal Proceedings of  the
Corporation's Annual Report on Form 10-K for calendar year 1998.



































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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

Item 5 - Other Information

  On  May 4,  1999, the  Corporation completed  the sale  of its  UT  Automotive
operations to Lear  Corporation for  $2.3 billion in  cash, subject  to a  post-
closing adjustment based on  working capital and cash.   The financial terms  of
the sale were determined by negotiations between the Corporation and Lear.   The
UT Automotive unit was a supplier of automotive electrical distribution  systems
and related  components in  the Americas  and  Europe and  a supplier  in  North
America of modular headliners, instrument panels, door trim assemblies,  vehicle
remote entry  systems, and  fractional horsepower  DC  electric motors  used  in
commercial and industrial applications.   The UT  Automotive unit also  produced
other products such as interior trim, mirrors, thermal and acoustical  barriers,
airbag covers, electronic controls and modules, engine cooling modules, interior
lighting  systems,  windshield  wiper  systems,  and  electrical  starters   for
commercial applications.  The foregoing description of the sale is qualified  in
its entirety by reference to the Stock Purchase Agreement between a wholly owned
subsidiary of the Corporation  and Lear, dated  as of March  16, 1999, which  is
included as an exhibit to this Form 10-Q and incorporated herein by reference.

  The following  Unaudited Pro Forma Condensed  Balance Sheet has been  adjusted
to reflect the  sale of UT  Automotive as though  it had occurred  on March  31,
1999.  This adjustment reflects net cash proceeds of approximately $2.1  billion
after payment of taxes and the estimated gain  on the sale after the accrual  of
other transaction related expenses.  The following Unaudited Pro Forma Condensed
Statements of Operations reflect UT Automotive  as a discontinued operation  for
the  years  ended  December  31, 1998,  1997 and  1996 and  do not  reflect  the
effects of the gain or proceeds.

  The  Consolidated Condensed  Statement of  Operations for  the quarters  ended
March 31,  1999  and  1998,  which reflects  UT  Automotive  as  a  discontinued
operation and the Consolidated Condensed Balance Sheet as of March 31, 1999  and
December 31,  1998,  which reflects  UT  Automotive as  a  net investment  in  a
discontinued operation, can be found under Item 1,  pages 1 and 2, of this  Form
10-Q.

 The  Pro Forma  Condensed Financial Statements  should be  read in  conjunction
with  the  Corporation's  historical  financial  statements.    The  pro   forma
information  presented  is  for  informational  purposes  only  and  it  is  not
necessarily indicative of future earnings or  financial position or of what  the
earnings or financial  position would have  been had the  sale of UT  Automotive
been completed on March 31, 1999.  Historical financial statements can be  found
in the Corporation's 1998 Form 10-K filed on February 16, 1999.

  On  April  30, 1999,  the  Corporation  announced a  two-for-one  stock  split
payable in the form of a stock dividend on May 17, 1999 to shareowners of record
at the close of business on May 7, 1999.  All common share and per share amounts
presented in the Pro Forma Condensed Statements of Operations reflect the  stock
split.











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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

             UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
                         AS OF MARCH 31, 1999


                                  Reported                Pro Forma
                                   United        UT        United
                                Technologies Automotive Technologies
In Millions of Dollars          Corporation  Adjustment  Corporation
                                               
Assets
Cash and cash equivalents       $     657   $   2,100    $   2,757
Accounts  receivable, net           3,418           -        3,418
Inventories and contracts in        
 progress, net                      3,302           -        3,302
Future income tax benefits          1,198           -        1,198
Other current assets                  228           -          228
Net investment in discontinued      
 operation                          1,255      (1,255)           -
 Total Current Assets              10,058         845       10,903
Fixed Assets                        9,495           -        9,495
 Less - accumulated                
 depreciation                      (6,034)          -       (6,034)
                                    3,461           -        3,461
Goodwill                            1,404           -        1,404
Other Assets                        2,989           -        2,989
 Total Assets                   $  17,912   $     845    $  18,757

Liabilities and Shareowners'
 Equity
Long-term debt currently due    $     100   $        -   $     100
Short-term borrowings                 541            -         541
Accounts payable                    1,648            -       1,648
Accrued liabilities                 5,092          245       5,337
 Total Current Liabilities          7,381          245       7,626
Long-term debt                      1,553            -       1,553
Future pension and
 postretirement benefit             
 obligations                        1,679            -       1,679
Other long-term liabilities         2,346            -       2,346

Series A  ESOP Convertible            
 Preferred Stock                      827            -         827
ESOP deferred compensation           (373)           -       (373)
                                      454            -         454
Shareowners' Equity:
 Common Stock                       2,818            -       2,818
 Treasury Stock                    (3,212)           -      (3,212)
 Retained Earnings                  5,595          600       6,195
 Accumulated other non-
 shareowner changes in               
 equity                              (702)           -        (702)
                                    4,499          600       5,099
Total Liabilities and           $  17,912   $      845   $  18,757
 Shareowners' Equity




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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES



        UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
                 FOR THE YEAR ENDED DECEMBER 31, 1998




                                                                   
                                 Reported                  Pro Forma
                                  United        UT          United
In Millions of dollars (except  Technologies Automotive   Technologies
 per share amounts)             Corporation  Adjustment   Corporation
                                                
                                                          
Product sales                   $  20,248   $  (2,900)   $  17,348
Service sales                       5,439           -        5,439
Financing revenues and other           
 income, net                           28          (6)          22
                                   25,715      (2,906)      22,809

Cost of products sold              15,815      (2,379)      13,436
Cost of services sold               3,461           -        3,461
Research and development            1,315        (147)       1,168
Selling, general and                
 administrative                     2,957        (220)       2,737
Interest                              204          (7)         197
                                   23,752      (2,753)      20,999
Income from continuing
 operations before income taxes     
 and minority interests             1,963        (153)       1,810
 Income taxes                         623         (55)         568
 Minority interests                    85           -           85
Income from continuing          
operations                      $   1,255   $     (98)   $   1,157

Discontinued Operation:
 Income from operations of
 discontinued UT Automotive
 subsidiary (net of applicable          
 income tax provision of $55            
 million)                               -          98           98

Net Income                      $   1,255   $       -    $   1,255















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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES


        UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
                 FOR THE YEAR ENDED DECEMBER 31, 1998




                                                                   
                                 Reported                  Pro Forma
                                  United        UT          United
                                Technologies Automotive   Technologies
                                Corporation  Adjustment   Corporation
                                                

Earnings Per Share of Common
Stock*:
 Continuing Operations:
 Basic:
   Average shares (millions)          456                      456
   Earnings per share           $    2.68                $    2.47
 Diluted:
   Average shares (millions)          495                      495
   Earnings per share           $    2.53                $    2.33
 Discontinued Operation:
 Basic:
   Average shares (millions)          456                      456
   Earnings per share           $       -                $    0.21
 Diluted:
   Average shares (millions)          495                      495
   Earnings per share           $       -                $    0.20
 Net Earnings Per Share:
 Basic:
   Average shares (millions)          456                      456
   Earnings per share           $    2.68                $    2.68
 Diluted:
   Average shares (millions)          495                      495
   Earnings per share           $    2.53                $    2.53

*Reflects  two-for-one  stock   split  as  described   in  Notes  to   Condensed
Consolidated Financial Statements which can be found in Item 1.



















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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES



        UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
                 FOR THE YEAR ENDED DECEMBER 31, 1997




                                                                   
                                 Reported                  Pro Forma
                                  United        UT          United
In Millions of dollars (except  Technologies Automotive   Technologies
 per share amounts)             Corporation  Adjustment   Corporation
                                                
                                                          
Product sales                   $  18,873   $  (2,927)   $  15,946
Service sales                       5,116           -        5,116
Financing revenues and other          
 income, net                          233          (7)         226
                                   24,222      (2,934)      21,288

Cost of products sold              15,080      (2,442)      12,638
Cost of services sold               3,208           -        3,208
Research and development            1,187        (118)       1,069
Selling, general and                
 administrative                     2,820        (209)       2,611
Interest                              191          (3)         188
                                   22,486      (2,772)      19,714
Income from continuing
 operations before income taxes     
 and minority interests             1,736        (162)       1,574
 Income taxes                         565         (51)         514
 Minority interests                    99          (1)          98
Income from continuing          
operations                      $   1,072   $    (110)   $     962

Discontinued Operation:
 Income from operations of
 discontinued UT Automotive
 subsidiary (net of applicable          
 income tax provision of $51            
 million)                               -         110          110

Net Income                      $   1,072   $       -    $   1,072















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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES




        UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
                 FOR THE YEAR ENDED DECEMBER 31, 1997





                                                                   
                                 Reported                  Pro Forma
                                  United        UT          United
                                Technologies Automotive   Technologies
                                Corporation  Adjustment   Corporation
                                                

Earnings Per Share of Common
Stock*:
 Continuing Operations:
 Basic:
   Average shares (millions)          469                      469
   Earnings per share           $    2.22                $    1.99
 Diluted:
   Average shares (millions)          507                      507
   Earnings per share           $    2.11                $    1.89
 Discontinued Operation:
 Basic:
   Average shares (millions)          469                      469
   Earnings per share           $       -                $    0.23
 Diluted:
   Average shares (millions)          507                      507
   Earnings per share           $       -                $    0.22
 Net Earnings Per Share:
 Basic:
   Average shares (millions)          469                      469
   Earnings per share           $    2.22                $    2.22
 Diluted:
   Average shares (millions)          507                      507
   Earnings per share           $    2.11                $    2.11

*Reflects  two-for-one  stock   split  as  described   in  Notes  to   Condensed
Consolidated Financial Statements which can be found in Item 1.
















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                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES



        UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
                 FOR THE YEAR ENDED DECEMBER 31, 1996



                                                                   
                                 Reported                  Pro Forma
                                  United        UT          United
In Millions of dollars (except  Technologies Automotive   Technologies
 per share amounts)             Corporation  Adjustment   Corporation
                                                

Product sales                   $  17,799   $  (3,086)   $  14,713
Service sales                       4,989           -        4,989
Financing revenues and other          
 income, net                          263         (93)         170
                                   23,051      (3,179)      19,872

Cost of products sold              14,327      (2,674)      11,653
Cost of services sold               3,088           -        3,088
Research and development            1,122        (108)       1,014
Selling, general and                
 administrative                     2,796        (209)       2,587
Interest                              217          (4)         213
                                   21,550      (2,995)      18,555
Income from continuing
 operations before income taxes     
 and minority interests             1,501        (184)       1,317
 Income taxes                         494         (64)         430
 Minority interests                   101          (2)          99
Income from continuing          
operations                      $     906   $    (118)   $     788

Discontinued Operation:
 Income from operations of
 discontinued UT Automotive
 subsidiary (net of applicable          
 income tax provision of $64            
 million)                               -         118          118

Net Income                      $     906   $       -    $     906















                                       25
  26
                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES




        UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
                 FOR THE YEAR ENDED DECEMBER 31, 1996




                                                                   
                                 Reported                  Pro Forma
                                  United        UT          United
                                Technologies Automotive   Technologies
                                Corporation  Adjustment   Corporation
                                                

Earnings Per Share of Common
Stock*:
 Continuing Operations:
 Basic:
   Average shares (millions)          483                      483
   Earnings per share           $    1.82                $    1.57
 Diluted:
   Average shares (millions)          517                      517
   Earnings per share           $    1.74                $    1.51
 Discontinued Operation:
 Basic:
   Average shares (millions)          483                      483
   Earnings per share           $       -                $    0.25
 Diluted:
   Average shares (millions)          517                      517
   Earnings per share           $       -                $    0.23
 Net Earnings Per Share:
 Basic:
   Average shares (millions)          483                      483
   Earnings per share           $    1.82                $    1.82
 Diluted:
   Average shares (millions)          517                      517
   Earnings per share           $    1.74                $    1.74

*Reflects  two-for-one  stock   split  as  described   in  Notes  to   Condensed
Consolidated Financial Statements which can be found in Item 1.

















                                       26
  27
                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES


Item 6 - Exhibits and Reports on Form 8-K

(a)  Exhibits
     (10.1)    Agreement,  dated  as   of  February  21,   1999,  among   United
               Technologies Corporation, HSSail Inc. and Sundstrand Corporation,
               incorporated by  reference  to  United  Technologies  Corporation
               Report on Form 8-K (Commission file number 1-812) dated  February
               21, 1999.

     (10.2)    Stock Purchase  Agreement, dated  as of  March 16,  1999, by  and
               between Nevada  Bond Investment  Corp. II  and Lear  Corporation,
               incorporated by  reference  to  United  Technologies  Corporation
               Report on Form  8-K (Commission  file number  1-812) dated  March
               16,1999.

     (12)      Statement re computation of ratio of earnings to fixed charges.
     (15)      Letter re unaudited interim financial information.
     (27)      Financial data schedule (submitted electronically herewith).

(b)  Reports on Form 8-K

     A Report on Form 8-K dated February 21, 1999 was filed with the  Commission
     on February  23,  1999.   The  Report  includes information  under  Item  5
     concerning the announcement of a Merger  Agreement dated February 21,  1999
     among  United  Technologies   Corporation,  HSSail   Inc.  and   Sundstrand
     Corporation.  The report also includes exhibits under Item 7 containing the
     Merger Agreement and the related press release.

     A Report on Form 8-K dated March 16, 1999 was filed with the Commission  on
     March 19, 1999.   The Report includes information  under Item 5  concerning
     the announcement  of  a  Stock Purchase  Agreement  dated  March  16,  1999
     pursuant to which the Corporation has agreed to sell its UT Automotive unit
     to Lear  Corporation.   The  report also  includes  exhibits under  Item  7
     containing the Stock Purchase Agreement and the related press release.

     A Report on Form 8-K dated April 14, 1999 was filed with the Commission  on
     April 14, 1999.   The Report includes information  under Item 5  concerning
     the previously announced sale of the  Corporation's UT Automotive unit  and
     the Corporation's acquisition  of Sundstrand  Corporation.   The pro  forma
     financial information  reflecting  the  impact  of  these  transactions  is
     included under Item 7.

     A Report on Form 8-K dated April 30, 1999 was filed with the Commission  on
     May 4, 1999.  The Report  includes information under Item 5 concerning  the
     Corporation's announcement of a  two-for-one stock spilt in  the form of  a
     stock dividend.












                                       27
  28
                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES


                              SIGNATURES


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 thereunto duly authorized.



                               UNITED TECHNOLOGIES CORPORATION


Dated:  May 14, 1999           By: /s/ David J. FitzPatrick
                               David J. FitzPatrick
                               Senior Vice President and
                               Chief Financial Officer


Dated:  May 14, 1999           By: /s/ Jay L. Haberland
                               Jay L. Haberland
                               Vice President and Controller


Dated:  May 14, 1999           By: /s/ William H. Trachsel
                               William H. Trachsel
                               Senior Vice President, General Counsel and
                               Secretary




























                                       28

                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES


                                 EXHIBIT INDEX


Exhibit 12  -  Statement re computation of ratio of earnings to fixed charges

Exhibit 15  -  Letter re unaudited interim financial information

Exhibit 27  -  Financial data schedule (submitted electronically herewith)
PAGE







                                                            Exhibit 12



                   UNITED TECHNOLOGIES CORPORATION
                           AND SUBSIDIARIES

    STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES



                                                                 Quarter Ended
                                                                   March 31,
 In Millions of Dollars                                        1999           1998
                                                                 
 Fixed Charges:
   Interest expense                                      $        55    $        47
   Interest capitalized                                            4              3
   One-third of rents*                                            20             19

   Total Fixed Charges                                   $        79    $        69

 Earnings:
   Income from continuing operations before income
   taxes and minority interests                          $       435    $       362

   Fixed charges per above                                        79             69
   Less: interest capitalized                                    (4)            (3)
                                                                  75             66

   Amortization of interest capitalized                            7              7

   Total Earnings                                        $       517    $       435

 Ratio of Earnings to Fixed Charges                             6.54           6.30



* Reasonable approximation of the interest factor.
/TABLE










                                                            Exhibit 15



May 14, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Ladies and Gentlemen:

We are aware that United Technologies Corporation has included our report dated
April 22, 1998 (issued pursuant to the provisions of Statement on Auditing
Standards No. 71) in the Prospectus constituting part of its Registration
Statements on Form S-3 (Nos. 333-26331, 33-46916, 33-40163,  33-34320, 33-31514,
33-29687, and 33-6452), in the Registration Statement on Form S-4 (No. 333-
77991) and in the Registration Statements on Form S-8 (Nos. 333-21853, 333-
18743, 333-21851, 33-57769, 33-45440, 33-11255, 33-26580, 33-26627, 33-28974,
33-51385, 33-58937 and 2-87322).  We are also aware of our responsibilities
under the Securities Act of 1933.

Yours very truly,



PricewaterhouseCoopers  LLP

 


 5

This schedule contains summary financial information extracted from the
Condensed Consolidated Balance Sheet at March 31, 1999 (Unaudited) and the
Condensed Consolidated Statement of Operations for the three months ended March
31, 1999 (Unaudited) and is qualified in its entirety by reference to such
financial statements.

 1,000,000
       
                             
                   3-MOS
                          DEC-31-1999
                             JAN-01-1999
                               MAR-31-1999
                                             657
                                         0
                                    3,731
                                       313
                                      3,302
                                10,058
                                           9,495
                                   6,034
                                  17,912
                            7,381
                                          1,553
                              454
                                          0
                                         2,818
                                       1,681
                    17,912
                                          3,980
                                 5,442
                                            3,110
                                    3,977
                                   274
                                     0
                                  55
                                    435
                                       136
                                278
                                      30
                                      0
                                            0
                                       308
                                     .67
                                     .63

The [EPS-PRIMARY] amount represents BASIC earnings per share and the
[EPS-DILUTED] amount represents DILUTED earnings per share in accordance with
Statement of Financial Accounting Standards No. 128, Earnings Per Share.