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BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Linda L. Assali Mailing Address:
Vice President BT Services Tennessee, Inc.
Telephone: 615-835-2901 648 Grassmere Park
Nashville, TN 37211
March 10, 1997
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
United Technologies Corporation
Pursuant to Rule 13d-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, the following is
one copy of the Schedule 13G with respect to the common
stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
Linda Assali
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
United Technologies Corporation
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $5.00)
_______________________________________
TITLE OF CLASS OF SECURITIES
913017109
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following page(s))
Page 1 of 9 Pages
CUSIP No. 913017109 Page 2 of 9 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation and Its Wholly Owned
Subsidiary, Bankers Trust Company, as Trustee for various
employee benefit plans, and investment advisor, and its
indirectly wholly owned subsidiary BT Securities, Inc.
13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Both Bankers Trust New York Corporation and Bankers Trust
Company,and BT Securities, Inc. are New York Corporations.
NUMBER OF 5. SOLE VOTING POWER
SHARES
Bankers Trust Company 4,341,164 shares
BT Securities, Inc. 100 shares
4,341,264 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
Bankers Trust Company 12,800 shares
BT Securities, Inc. 0 shares
12,800 shares
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
Bankers Trust Company 9,896,610 shares
BT Securities, Inc. 100 shares
9,896,710 shares
CUSIP No. 913017109 Page 3 of 9 Pages
PERSON 8. SHARED DISPOSITIVE POWER
WITH
Bankers Trust Company 18,000 shares
BT Securities, Inc. 0 shares
18,000 shares
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 9,914,610 shares
BT Securities, Inc. 100 shares
9,914,710 shares
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[X]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Company 4.1%
BT Securities, Inc. 0.0%
4.1%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
BT Securities, Inc. - IC
CUSIP No. 913017109 Page 4 of 9 Pages
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
CORPORATION, BANKERS TRUST COMPANY, AS TRUSTEE (THE
"BANK"), OR BT SECURITIES, INC. IS, FOR THE PURPOSE OF
SECTION 13(g) OF THE SECURITIES AND EXCHANGE ACT OF
1934, OR FOR ANY OTHER PURPOSE, THE BENEFICIAL OWNER OF
THE SECURITIES SET FORTH IN ITEM 4(a)(ii) HEREOF.
Item 1(a) NAME OF ISSUER:
United Technologies Corp.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
United Technologies Building
Hartford, CT 06101-2670
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, its wholly-
owned subsidiary, Bankers Trust Company, as
Trustee for various trusts and employee
benefit plans, and investment advisor, and
its wholly-owned subsidiary BT Securities, Inc.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation, Bankers Trust
Company, as Trustee for various trusts and
employee benefit plans, and investment advisor,
and BT Securities, Inc. are corporations
incorporated in the State of New York with their
principal business offices located in New York
CUSIP No. 913017109 Page 5 of 9 Pages
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock ($5.00 par) of United Technologies
Corp.
Item 2(e) CUSIP NUMBER:
913017109
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company,
(b) [X] Bank as defined in section 3(a)(6) of the Act.
For BT Securities, Inc.
(a) [X] Broker or dealer registered under Section 15
of the Act.
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
As of December 31, 1996
(i)
Bankers Trust Company 9,914,610 shares
BT Securities, Inc. 100 shares
9,914,710 shares
CUSIP No. 913017109 Page 6 of 9 Pages
(ii) Bankers Trust Company was also the record owner of
34,376,299 shares(*) held for as Trustee of the
United Technologies Corp Employee Savings Plan
(the "Plan") with respect to which the bank
disclaims beneficial ownership. The Plan states
that each Plan participant shall have the right to
direct the manner in which shares of common stock
shall be voted at all stockholders' meetings. The
Department of Labor has expressed the view that,
under certain circumstances, ERISA may require the
Trustee to vote shares which are not allocated to
participants' accounts and unvoted shares. Since,
in the view of the Bank and Bankers Trust New York
Corporation, such voting power is merely a
residual power based upon the occurrence of an
unlikely contingency and is not a sole or shared
power to vote the securities, the Bank and Bankers
Trust New York Corporation hereby disclaim
beneficial ownership of such securities.
(b) PERCENT OF CLASS:
The common stock described in Item 4(a) above as
to which Bankers Trust New York Corporation
Bankers Trust Company and BT Securities, Inc.
acknowledges beneficial ownership constitutes of
the following:
Bankers Trust Company 4.1%
BT Securities, Inc. 0.0%
4.1%
The common stock as to which Bankers Trust New
York Corporation and Bankers Trust Company
_________________________
(*) This balance includes 28,907,694 shares of common stock
which the Plan participants may acquire through the
conversion of all outstanding Series A ESOP Convertible
Preferred stock held by the Plan, at the December 31, 1996
conversion ratio of 1-to-2.
CUSIP No. 913017109 Page 7 of 9 Pages
disclaims beneficial ownership constitutes 14.1%
of the Issuers outstanding Common Stock.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote -
Bankers Trust Company 4,341,164 shares
BT Securities, Inc. 100 shares
4,341,264 shares
(ii) shared power to vote or to direct the vote -
Bankers Trust Company 12,800 shares
BT Securities, Inc. 0 shares
12,800 shares
(iii)sole power to dispose or to direct the disposition
of -
Bankers Trust Company 9,896,610 shares
BT Securities, Inc. 100 shares
9,896,710 shares
(iv) shared power to dispose or to direct the
disposition of -
Bankers Trust Company 18,000 shares
BT Securities, Inc. 0 shares
18,000 shares
Item 5 OWNERSHIP OF FIVE PERCENT OF LESS OF A CLASS:
Not applicable.
CUSIP No. 913017109 Page 8 of 9 Pages
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
The Issuer's Plan and various trusts, and employee
benefit plans for which the Bank serves as Trustee, and
accounts for which the Bank serves as investment advisor,
have the right to receive and/or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
such securities.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of
and not have the effect of changing or influencing
the control of the issuer of such securities and
were not acquired in connection with or as a
participant in any transaction having such purpose
or effect.
CUSIP No. 913017109 Page 9 of 9 Pages
SIGNATURE:
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: As of December 31, 1996
Signature: Bankers Trust New York Corporation
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company, as Trustee for various
employee benefit plans.
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: BT Securities, Inc.
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company and BT Securities is
shown below:
Bankers Trust New York Corporation
|
.
|
|
100%
100%
|
|
Bankers Trust Company
BT Securities, Inc.