SECURITIES AND EXCHANGE COMMISSION 
                        WASHINGTON, D.C. 20549-1004 
  
  
                                  FORM 8-K 
  
  
                               CURRENT REPORT 
                   PURSUANT TO SECTION 13 OR 15(d) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
  
  
  
                   February 23, 1999 (February 21, 1999) 
              ________________________________________________ 
               Date of report (Date of earliest event reported) 
  
  
  
                           Sundstrand Corporation 
           ______________________________________________________ 
             (Exact Name of Registrant as Specified in Charter) 
  
  
  
   Delaware                  1-5358                     36-1840610 
 ______________        _____________________        __________________ 
 (State of             (Commission File No.)          (IRS Employer 
 Incorporation)                                     Identification No.) 
  
  
  
                            4949 Harrison Avenue 
                               P.O. Box 7003 
                        Rockford, Illinois 61125-7003 
                              (815) 226-6000 
        ____________________________________________________________ 
                  (Address of Principal Executive Offices) 
  
                                            

 Item 5.   Other Events. 
  
           On February 21, 1999, Sundstrand Corporation, a Delaware
 corporation ("Sundstrand"), United Technologies Corporation, a Delaware
 corporation ("United Technologies"), and HSSail Inc., a Delaware
 corporation and a wholly-owned direct subsidiary of United Technologies
 ("Merger Subsidiary"), entered into an Agreement and Plan of Merger (the
 "Merger Agreement").  Pursuant to the Merger Agreement, subject to the
 terms and conditions set forth therein and unless United Technologies makes
 a Cash Election (as defined below), Sundstrand will be merged with and into
 Merger Subsidiary, with Merger Subsidiary being the surviving corporation
 of such merger (the "Merger"), and renamed "Hamilton Sundstrand
 Corporation."  In the event that United Technologies makes a Cash Election,
 Merger Subsidiary will be merged with and into Sundstrand, with Sundstrand
 continuing as the surviving corporation, and renamed "Hamilton Sundstrand
 Corporation." 
  
           At the effective time of the Merger, unless United Technologies
 makes a Cash Election, each Sundstrand share will be converted into (i) a
 fraction of a share of United Technologies common stock at a ratio intended
 to provide no less than $35.00, and no more than $39.25, in United
 Technologies common stock (based on the average price of United
 Technologies common stock for the ten trading days before the fifth trading
 day prior to the Sundstrand stockholders meeting) and (ii) $35.00 in cash. 
 If the average price per share of United Technologies common stock,
 calculated in accordance with the previous sentence, is equal to or less
 than $112.8938, United Technologies may elect to exchange each share of
 Sundstrand common stock solely for $70 in cash (the "Cash Election"). 
  
           Subject to option holder consent, Sundstrand stock options will
 be converted into fully vested and exercisable United Technologies stock
 options.  Otherwise, holders will receive for each Sundstrand stock option
 they own an option convertible into the merger consideration. 
  
           A copy of the Merger Agreement is attached hereto as Exhibit 2.1. 
 The foregoing description is qualified in its entirety by reference to the
 full text of such exhibit.  A joint press release announcing the execution
 of the Merger Agreement was issued on February 22, 1999, a copy of which is
 attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 Item 7.   Financial Statements, Pro Forma  
           Financial Information and Exhibits. 
  
      (c)  Exhibits 
  
  
           2.1            Agreement and Plan of Merger, dated as of February
                          21, 1999, among Sundstrand, United Technologies
                          and HSSail Inc. 
  
  
           99.1           Sundstrand/United Technologies Joint Press
                          Release, dated February 22, 1999. 
  

   

                                    Signature
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
 as amended, the Registrant has duly caused this report to be signed on its
 behalf by the undersigned hereunto duly authorized. 
  
 Dated:  February 23, 1999 
  
  
                              SUNDSTRAND CORPORATION 
  
                              By: /s/ Mary Ann Hynes    
                                 ------------------------------ 
                                 Name:  Mary Ann Hynes 
                                 Title: Vice President, General 
                                        Counsel and Secretary 

                   
 

                                  EXHIBIT INDEX
  
 Exhibit No.              Description 
  
 2.1                      Agreement and Plan of Merger, dated as of February
                          21, 1999, among Sundstrand, United Technologies
                          and HSSail Inc. 
  
  
 99.1                     Sundstrand/United Technologies Joint Press
                          Release, dated February 22, 1999.
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SECURITIES AND EXCHANGE COMMISSION 
                        WASHINGTON, D.C. 20549-1004 
  
  
                                  FORM 8-K 
  
  
                               CURRENT REPORT 
                   PURSUANT TO SECTION 13 OR 15(d) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
  
  
  
                   February 23, 1999 (February 21, 1999) 
              ________________________________________________ 
               Date of report (Date of earliest event reported) 
  
  
  
                           Sundstrand Corporation 
           ______________________________________________________ 
             (Exact Name of Registrant as Specified in Charter) 
  
  
  
   Delaware                  1-5358                     36-1840610 
 ______________        _____________________        __________________ 
 (State of             (Commission File No.)          (IRS Employer 
 Incorporation)                                     Identification No.) 
  
  
  
                            4949 Harrison Avenue 
                               P.O. Box 7003 
                        Rockford, Illinois 61125-7003 
                              (815) 226-6000 
        ____________________________________________________________ 
                  (Address of Principal Executive Offices) 
  
                                            

 Item 5.   Other Events. 
  
           On February 21, 1999, Sundstrand Corporation, a Delaware
 corporation ("Sundstrand"), United Technologies Corporation, a Delaware
 corporation ("United Technologies"), and HSSail Inc., a Delaware
 corporation and a wholly-owned direct subsidiary of United Technologies
 ("Merger Subsidiary"), entered into an Agreement and Plan of Merger (the
 "Merger Agreement").  Pursuant to the Merger Agreement, subject to the
 terms and conditions set forth therein and unless United Technologies makes
 a Cash Election (as defined below), Sundstrand will be merged with and into
 Merger Subsidiary, with Merger Subsidiary being the surviving corporation
 of such merger (the "Merger"), and renamed "Hamilton Sundstrand
 Corporation."  In the event that United Technologies makes a Cash Election,
 Merger Subsidiary will be merged with and into Sundstrand, with Sundstrand
 continuing as the surviving corporation, and renamed "Hamilton Sundstrand
 Corporation." 
  
           At the effective time of the Merger, unless United Technologies
 makes a Cash Election, each Sundstrand share will be converted into (i) a
 fraction of a share of United Technologies common stock at a ratio intended
 to provide no less than $35.00, and no more than $39.25, in United
 Technologies common stock (based on the average price of United
 Technologies common stock for the ten trading days before the fifth trading
 day prior to the Sundstrand stockholders meeting) and (ii) $35.00 in cash. 
 If the average price per share of United Technologies common stock,
 calculated in accordance with the previous sentence, is equal to or less
 than $112.8938, United Technologies may elect to exchange each share of
 Sundstrand common stock solely for $70 in cash (the "Cash Election"). 
  
           Subject to option holder consent, Sundstrand stock options will
 be converted into fully vested and exercisable United Technologies stock
 options.  Otherwise, holders will receive for each Sundstrand stock option
 they own an option convertible into the merger consideration. 
  
           A copy of the Merger Agreement is attached hereto as Exhibit 2.1. 
 The foregoing description is qualified in its entirety by reference to the
 full text of such exhibit.  A joint press release announcing the execution
 of the Merger Agreement was issued on February 22, 1999, a copy of which is
 attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 Item 7.   Financial Statements, Pro Forma  
           Financial Information and Exhibits. 
  
      (c)  Exhibits 
  
  
           2.1            Agreement and Plan of Merger, dated as of February
                          21, 1999, among Sundstrand, United Technologies
                          and HSSail Inc. 
  
  
           99.1           Sundstrand/United Technologies Joint Press
                          Release, dated February 22, 1999. 
  

   

                                    Signature
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
 as amended, the Registrant has duly caused this report to be signed on its
 behalf by the undersigned hereunto duly authorized. 
  
 Dated:  February 23, 1999 
  
  
                              SUNDSTRAND CORPORATION 
  
                              By: /s/ Mary Ann Hynes    
                                 ------------------------------ 
                                 Name:  Mary Ann Hynes 
                                 Title: Vice President, General 
                                        Counsel and Secretary 

                   
 

                                  EXHIBIT INDEX
  
 Exhibit No.              Description 
  
 2.1                      Agreement and Plan of Merger, dated as of February
                          21, 1999, among Sundstrand, United Technologies
                          and HSSail Inc. 
  
  
 99.1                     Sundstrand/United Technologies Joint Press
                          Release, dated February 22, 1999.