<html>

<head>
<title>ESOP S-8</title>
</head>

<body>
<font FACE="Arial">

<blockquote>
  <blockquote>
    </font><font FACE="Arial" SIZE="2"><p align="center">As filed with the Securities and
    Exchange Commission on February 19, 2003 <br>
    Registration No. _______________<br>
    <font size="2"><img src="utcbluelogo.gif" width="543" height="90"
    alt="utcbluelogo.gif (2883 bytes)"></font></p>
    </font><font FACE="Arial" SIZE="4">
  </blockquote>
</blockquote>

<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</font><br>
<font FACE="Arial">Washington, D.C. 20549<br>
______________</p>
</font><font FACE="Arial" SIZE="4">

<p ALIGN="CENTER">FORM S-8</font><br>
<font FACE="Arial">REGISTRATION STATEMENT<br>
Under<br>
THE SECURITIES ACT OF 1933</p>
</font><font FACE="Arial" SIZE="5">

<p ALIGN="CENTER"><strong>UNITED TECHNOLOGIES CORPORATION</strong></font><br>
<font FACE="Arial" SIZE="1">(Exact name of issuer as specified in its charter)</p>
</font><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="543">
  <tr>
    <td WIDTH="63%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER">Delaware</font></td>
    <td WIDTH="37%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER">06-0570975</font></td>
  </tr>
  <tr>
    <td WIDTH="63%" VALIGN="TOP"><font FACE="Arial" SIZE="1"><p ALIGN="CENTER">(State or other
    jurisdiction of</font></td>
    <td WIDTH="37%" VALIGN="TOP"><font FACE="Arial" SIZE="1"><p ALIGN="CENTER">(I.R.S.
    Employer</font></td>
  </tr>
  <tr>
    <td WIDTH="63%" VALIGN="TOP"><font FACE="Arial" SIZE="1"><p ALIGN="CENTER">incorporation
    or organization)</font></td>
    <td WIDTH="37%" VALIGN="TOP"><font FACE="Arial" SIZE="1"><p ALIGN="CENTER">Identification
    No.)</font></td>
  </tr>
</table>
</center></div><font FACE="Arial" SIZE="2">

<p ALIGN="CENTER">One Financial Plaza, Hartford, Connecticut 06101</font><br>
<font FACE="Arial" SIZE="1">(Address of principal executive offices, including Zip Code)</p>
</font><font FACE="Arial">

<p ALIGN="CENTER"><strong>UNITED TECHNOLOGIES CORPORATION EMPLOYEE<br>
SAVINGS PLAN</strong><br>
<font FACE="Arial" SIZE="1">(Full title of the Plan)</font></p>

<p ALIGN="CENTER">WILLIAM H. TRACHSEL, Esq.<br>
Secretary<br>
One Financial Plaza<br>
Hartford, Connecticut 06101<br>
(860) 728-7000<br>
<font FACE="Arial" SIZE="1">(Name, address and telephone number of agent for service)</font></p>

<p ALIGN="CENTER"><strong>CALCULATION OF REGISTRATION FEE</strong></p>
</font><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="713">
  <tr>
    <td WIDTH="29%" VALIGN="bottom" align="right" style="border: medium none"><p
    ALIGN="CENTER"><strong><font FACE="Arial" SIZE="2">Title of Securities to be Registered</font></strong></td>
    <td WIDTH="18%" VALIGN="bottom" align="right" style="border: medium none"><p
    ALIGN="CENTER"><font FACE="Arial" SIZE="2"><strong>Amount to be Registered</strong></font></td>
    <td WIDTH="16%" VALIGN="bottom" align="right" style="border: medium none"><p
    ALIGN="CENTER"><font FACE="Arial" SIZE="2"><strong>Proposed Maximum Offering Price Per
    Share (2)</strong></font></td>
    <td WIDTH="19%" VALIGN="bottom" align="right" style="border: medium none"><p
    ALIGN="CENTER"><font FACE="Arial" SIZE="2"><strong>Proposed Maximum Aggregate Offering
    Price</strong></font></td>
    <td WIDTH="19%" VALIGN="bottom" align="right" style="border: medium none"><p
    ALIGN="CENTER"><font FACE="Arial" SIZE="2"><strong>Amount of Registration Fee</strong></font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="top" style="border: medium none" align="center"><font FACE="Arial"
    SIZE="2"><p ALIGN="CENTER">Common Stock, par value $1.00 per share (1)</font></td>
    <td WIDTH="18%" VALIGN="top" style="border: medium none" align="center"><font FACE="Arial"
    SIZE="2"><p ALIGN="CENTER">2,000,000<br>
    shares (3)</font></td>
    <td WIDTH="16%" VALIGN="top" style="border: medium none" align="center"><font FACE="Arial"
    SIZE="2"><p ALIGN="CENTER">$59.53</font></td>
    <td WIDTH="19%" VALIGN="top" style="border: medium none" align="center"><font FACE="Arial"
    SIZE="2"><p ALIGN="CENTER">$119,060,000</font></td>
    <td WIDTH="19%" VALIGN="top" style="border: medium none" align="center"><font FACE="Arial"
    SIZE="2"><p ALIGN="CENTER">$10,953.52</font></td>
  </tr>
</table>
</center></div>

<p><font FACE="Arial" SIZE="1">(1)&nbsp; Includes pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (&quot;1933 Act&quot;), an indeterminate amount of plan
interests.<br>
(2)&nbsp; Estimated solely for the purpose of calculating the registration fee, based in
accordance with Rule 457(h) under the 1933 Act on the average of the high and low prices
reported on the New York Stock Exchange, Inc. on February 13, 2003.<br>
(3)&nbsp; Pursuant to Rule 416(a) under the 1933 Act, the number of shares registered
hereunder includes such additional number of shares of Common Stock as are required to
prevent dilution resulting from stock splits, stock dividends or similar transaction that
results in an increase in the number of outstanding shares of Common Stock.</font></p>
<font FACE="Arial">

<hr>

<p><font FACE="Arial" SIZE="2">The United Technologies Corporation Employee Savings Plan
(the &quot;Plan&quot;) provides certain eligible employees of United Technologies
Corporation and its subsidiaries and affiliates with the opportunity to participate in a
payroll deduction tax advantaged savings program and to receive the benefit of matching
employer contributions. The Plan offers several alternatives for participants to direct
the investment of Plan contributions, including the opportunity to invest in the Common
Stock of United Technologies Corporation.</font></p>

<p><strong>PART II</strong></font><font FACE="Arial" SIZE="2"></p>

<p><strong>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</strong><br>
The following documents are hereby incorporated by reference:</p>

<blockquote>
  <blockquote>
    <p>1. the Annual Report on Form 10-K of United Technologies Corporation (the
    &quot;Corporation&quot;) filed with the Securities and Exchange Commission (the
    &quot;Commission&quot;) for the year ended December 31, 2002;</p>
    <p>2. all other reports filed by the Corporation with the Commission pursuant to Section
    13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
    &quot;Exchange Act&quot;), since the end of the period covered by the recent Annual Report
    on Form 10-K referred to in (1) above;</p>
    <p>3. the description of the shares of the Common Stock of the Corporation contained in
    the Corporation&#146;s Registration Statement on Form 8-A, dated January 25, 2002, filed
    with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as
    amended (the &quot;Exchange Act&quot;), including any amendment or report subsequently
    filed for the purpose of updating that description; and</p>
    <p>4. the Annual Report on Form 11-K for the United Technologies Corporation Employee
    Savings Plan for the year ended December 31, 2001.</p>
  </blockquote>
</blockquote>

<p>All documents subsequently filed by the Corporation or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.</p>

<p><strong>ITEM 4. DESCRIPTION OF SECURITIES</strong><br>
The securities registered hereby are (i) an indeterminate number of participation
interests in the Plan and (ii) shares of Common Stock, $1.00 par value, of the
Corporation.</p>

<p><strong>ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</strong><br>
The legality of the securities offered pursuant to this Registration Statement has been
passed on by Richard M. Kaplan, Esq. Mr. Kaplan, Associate General Counsel of the
Corporation, is a shareowner of Common Stock.</font></p>

<p><font FACE="Arial" SIZE="2">The financial statements incorporated in this Registration
Statement by reference to the Annual Report on Form 10-K of the Corporation for the year
ended December 31, 2002 and the financial statements incorporated in this Registration
Statement by reference to the Annual Report on Form 11-K of the United Technologies
Corporation Employee Savings Plan for the year ended December 31, 2001 have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent
auditors, given on the authority of said firm as experts in auditing and accounting.</p>

<p><strong>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</strong><br>
Pursuant to Section 102 of the General Corporation Law of Delaware, the Corporation has
adopted a provision in its Certificate of Incorporation eliminating the personal liability
of its directors for monetary damages to the Corporation and its stockholders for any
breach of their fiduciary duties as directors of the Corporation, except for their
liability due to (1) breach of loyalty to the Corporation, (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law, (3) any
transaction from which the director derived an improper personal benefit or (4) any
payment of unlawful dividends or an unlawful stock repurchase or redemption.</p>

<p>Section 145 of the Delaware General Corporation Law permits a Delaware corporation to
indemnify any person who is or was a party to any actual or threatened legal action,
whether criminal, civil, administrative or investigative because of his or her service as
an officer, director or agent of the corporation against expenses, judgments, fines and
settlement payments reasonably and actually incurred by him or her in connection with such
proceeding, if he acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe was unlawful, except
that, with respect to any legal action by or in the right of the corporation itself, an
officer, director or agent of the corporation only is entitled to indemnification for
expenses actually and reasonably incurred. Section 7.5 of the Corporation&#146;s Bylaws
provides that the Corporation shall indemnify its officers, directors, employees,
fiduciaries and agents (and their heirs and legal representatives) to the full extent
permitted by Delaware law.</p>

<p><strong>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</strong><br>
Not applicable</p>

<p><strong>ITEM 8. EXHIBITS</strong><br>
See Exhibit Index</p>

<p>United Technologies Corporation previously received a determination letter from the
Internal Revenue Service that the Plan is a qualified plan under the Internal Revenue Code
and has submitted a request to the Internal Revenue Service for a determination that the
Plan, as amended, continues to comply with the Internal Revenue Code of 1986, as amended.
The Corporation hereby undertakes to submit any amendments to the Plan to the Internal
Revenue Service in a timely manner and will make all changes required under the Internal
Revenue Code to maintain the tax qualification of the Plan.</p>

<p><strong>ITEM 9. UNDERTAKINGS</strong><br>
The undersigned registrant hereby undertakes:</p>

<blockquote>
  <blockquote>
    <p>1. To file, during any period in which offers or sales are being made, a post-effective
    amendment to this Registration Statement:</p>
  </blockquote>
</blockquote>

<blockquote>
  <blockquote>
    <blockquote>
      <p>(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of
      1933;</p>
      <p>(ii) to reflect in the prospectus any facts or events arising after the effective date
      of the Registration Statement (or the most recent post-effective amendment thereof) which,
      individually or in the aggregate, represent a fundamental change in the information set
      forth in the Registration Statement; and</p>
      <p>(iii) to include any material information with respect to the plan of distribution not
      previously disclosed in the Registration Statement or any material change to such
      information in the Registration Statement:</p>
      <p>Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
      required to be included in a post-effective amendment by those paragraphs is contained in
      periodic reports filed with or furnished to the Commission by the registrant pursuant to
      Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
      by reference in the Registration Statement.</p>
    </blockquote>
  </blockquote>
</blockquote>

<blockquote>
  <blockquote>
    <p>2. That, for the purpose of determining any liability under the Securities Act of 1933,
    each such post-effective amendment shall be deemed to be a new registration statement
    relating to the securities offered therein, and the offering of such securities at that
    time shall be deemed to be the initial bona fide offering thereof.</p>
    <p>3. To remove from registration by means of a post-effective amendment any of the
    securities being registered which remain unsold at the termination of the offering.</p>
  </blockquote>
</blockquote>

<p>The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.</p>

<p>Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant, the
registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director,
officer of controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.</p>

<p><strong>SIGNATURES</strong></p>

<p>The Registrant: Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Hartford, and State of Connecticut, on this 14th day of February, 2003.</p>

<p ALIGN="JUSTIFY"><strong>UNITED TECHNOLOGIES CORPORATION</strong></p>

<p ALIGN="JUSTIFY">By:<br>
Stephen F. Page<br>
Vice Chairman and Chief Financial Officer</p>

<p>Pursuant to the requirements of the Securities Act of 1933, the Registration Statement
has been signed below by the following persons in the capacities indicated on this 14th
day of February, 2003.</p>
</font>

<p ALIGN="RIGHT">&nbsp;</p>
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" width="624">
  <tr>
    <td WIDTH="235" VALIGN="TOP"><strong><u><font FACE="Arial" SIZE="2">Signature</font></u></strong></td>
    <td WIDTH="389" VALIGN="TOP"><strong><u><font FACE="Arial" SIZE="2">Title</font></u></strong></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"></td>
    <td WIDTH="389" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"><font FACE="Arial" SIZE="2">George David</font></td>
    <td WIDTH="389" VALIGN="TOP"><font FACE="Arial" SIZE="2">Chairman, Director and Chief
    Executive Officer</font></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"></td>
    <td WIDTH="389" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"><font FACE="Arial" SIZE="2">Stephen F. Page</font></td>
    <td WIDTH="389" VALIGN="TOP"><font FACE="Arial" SIZE="2">Vice Chairman, Director and Chief
    Financial Officer</font></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"></td>
    <td WIDTH="389" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"><font FACE="Arial" SIZE="2">David G. Nord</font></td>
    <td WIDTH="389" VALIGN="TOP"><font FACE="Arial" SIZE="2">Vice President, Controller</font></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"></td>
    <td WIDTH="389" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"><font FACE="Arial" SIZE="2">Jean-Pierre Garnier*</font></td>
    <td WIDTH="389" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"></td>
    <td WIDTH="389" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"><font FACE="Arial" SIZE="2">Jamie S. Gorelick*</font></td>
    <td WIDTH="389" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"></td>
    <td WIDTH="389" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"><font FACE="Arial" SIZE="2">Charles R. Lee*</font></td>
    <td WIDTH="389" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"></td>
    <td WIDTH="389" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"><font FACE="Arial" SIZE="2">Richard D. McCormick*</font></td>
    <td WIDTH="389" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"></td>
    <td WIDTH="389" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"><font FACE="Arial" SIZE="2">Frank P. Popoff*</font></td>
    <td WIDTH="389" VALIGN="TOP"><small><font FACE="Arial">Director</font></small></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"></td>
    <td WIDTH="389" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP" HEIGHT="25"><font FACE="Arial" SIZE="2">H. Patrick Swygert*</font></td>
    <td WIDTH="389" VALIGN="TOP" HEIGHT="25"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"></td>
    <td WIDTH="389" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"><font FACE="Arial" SIZE="2">Andre Villeneuve*</font></td>
    <td WIDTH="389" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="235" VALIGN="TOP"></td>
    <td WIDTH="389" VALIGN="TOP"></td>
  </tr>
</table>
</center></div><font FACE="Arial" SIZE="1">

<p></font><font FACE="Arial" SIZE="2">*By:<br>
WILLIAM H. TRACHSEL, AS ATTORNEY-IN-FACT<br>
FOR THE DIRECTORS AND OFFICERS AFTER<br>
WHOSE NAMES APPEARS AN ASTERISK</font><font FACE="Arial" SIZE="1"></p>
</font>

<hr>

<p><font FACE="Arial" SIZE="2">The Plan: Pursuant to the requirements of the Securities
Act of 1933, the Plan Administrator of the United Technologies Corporation Employee
Savings Plan has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Hartford, State of Connecticut, on
February 14, 2003.</font></p>

<p><strong><font FACE="Arial" SIZE="3">United Technologies Corporation Employee Savings
Plan</font></strong><font FACE="Arial"></p>

<p><small>By:<br>
Laurie P. Havanec<br>
Director Employee Benefits and Human<br>
Resource Systems<br>
</small></p>
</font>

<hr>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="679">
  <tr>
    <td WIDTH="18%" VALIGN="TOP"><small><strong><font FACE="Arial">EXHIBIT<br>
    NUMBER</font></strong></small></td>
    <td WIDTH="82%" VALIGN="TOP"><small><strong><font FACE="Arial">EXHIBIT INDEX</font></strong></small></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"></td>
    <td WIDTH="82%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"><small><font FACE="Arial">5</font></small></td>
    <td WIDTH="82%" VALIGN="TOP"><small><font FACE="Arial">--Opinion of Counsel as to the
    legality of the securities to be registered</font></small></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"></td>
    <td WIDTH="82%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"><small><font FACE="Arial">23(a)</font></small></td>
    <td WIDTH="82%" VALIGN="TOP"><small><font FACE="Arial">--Consent of PricewaterhouseCoopers
    LLP</font></small></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"></td>
    <td WIDTH="82%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"><small><font FACE="Arial">23(b)</font></small></td>
    <td WIDTH="82%" VALIGN="TOP"><small><font FACE="Arial">--The consent of counsel is
    contained in Exhibit 5.</font></small></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"></td>
    <td WIDTH="82%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"><small><font FACE="Arial">24</font></small></td>
    <td WIDTH="82%" VALIGN="TOP"><small><font FACE="Arial">--Powers of Attorney.</font></small></td>
  </tr>
</table>

<hr>
</body>
</html>
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ESOP S-8
As filed with the Securities and
    Exchange Commission on February 19, 2003
Registration No. _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UNITED TECHNOLOGIES CORPORATION
(Exact name of issuer as specified in its charter)
Delaware
06-0570975
(State or other
    jurisdiction of
(I.R.S.
    Employer
incorporation
    or organization)
Identification
    No.)
One Financial Plaza, Hartford, Connecticut 06101
(Address of principal executive offices, including Zip Code)
UNITED TECHNOLOGIES CORPORATION EMPLOYEE
SAVINGS PLAN
(Full title of the Plan)
WILLIAM H. TRACHSEL, Esq.
Secretary
One Financial Plaza
Hartford, Connecticut 06101
(860) 728-7000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price Per
    Share (2)
Proposed Maximum Aggregate Offering
    Price
Amount of Registration Fee
Common Stock, par value $1.00 per share (1)
2,000,000
shares (3)
$59.53
$119,060,000
$10,953.52
(1)  Includes pursuant to Rule 416(c) under the
Securities Act of 1933, as amended ("1933 Act"), an indeterminate amount of plan
interests.
(2)  Estimated solely for the purpose of calculating the registration fee, based in
accordance with Rule 457(h) under the 1933 Act on the average of the high and low prices
reported on the New York Stock Exchange, Inc. on February 13, 2003.
(3)  Pursuant to Rule 416(a) under the 1933 Act, the number of shares registered
hereunder includes such additional number of shares of Common Stock as are required to
prevent dilution resulting from stock splits, stock dividends or similar transaction that
results in an increase in the number of outstanding shares of Common Stock.
The United Technologies Corporation Employee Savings Plan
(the "Plan") provides certain eligible employees of United Technologies
Corporation and its subsidiaries and affiliates with the opportunity to participate in a
payroll deduction tax advantaged savings program and to receive the benefit of matching
employer contributions. The Plan offers several alternatives for participants to direct
the investment of Plan contributions, including the opportunity to invest in the Common
Stock of United Technologies Corporation.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference:
1. the Annual Report on Form 10-K of United Technologies Corporation (the
    "Corporation") filed with the Securities and Exchange Commission (the
    "Commission") for the year ended December 31, 2002;
2. all other reports filed by the Corporation with the Commission pursuant to Section
    13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
    "Exchange Act"), since the end of the period covered by the recent Annual Report
    on Form 10-K referred to in (1) above;
3. the description of the shares of the Common Stock of the Corporation contained in
    the Corporation's Registration Statement on Form 8-A, dated January 25, 2002, filed
    with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as
    amended (the "Exchange Act"), including any amendment or report subsequently
    filed for the purpose of updating that description; and
4. the Annual Report on Form 11-K for the United Technologies Corporation Employee
    Savings Plan for the year ended December 31, 2001.
All documents subsequently filed by the Corporation or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The securities registered hereby are (i) an indeterminate number of participation
interests in the Plan and (ii) shares of Common Stock, $1.00 par value, of the
Corporation.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities offered pursuant to this Registration Statement has been
passed on by Richard M. Kaplan, Esq. Mr. Kaplan, Associate General Counsel of the
Corporation, is a shareowner of Common Stock.
The financial statements incorporated in this Registration
Statement by reference to the Annual Report on Form 10-K of the Corporation for the year
ended December 31, 2002 and the financial statements incorporated in this Registration
Statement by reference to the Annual Report on Form 11-K of the United Technologies
Corporation Employee Savings Plan for the year ended December 31, 2001 have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent
auditors, given on the authority of said firm as experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 102 of the General Corporation Law of Delaware, the Corporation has
adopted a provision in its Certificate of Incorporation eliminating the personal liability
of its directors for monetary damages to the Corporation and its stockholders for any
breach of their fiduciary duties as directors of the Corporation, except for their
liability due to (1) breach of loyalty to the Corporation, (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law, (3) any
transaction from which the director derived an improper personal benefit or (4) any
payment of unlawful dividends or an unlawful stock repurchase or redemption.
Section 145 of the Delaware General Corporation Law permits a Delaware corporation to
indemnify any person who is or was a party to any actual or threatened legal action,
whether criminal, civil, administrative or investigative because of his or her service as
an officer, director or agent of the corporation against expenses, judgments, fines and
settlement payments reasonably and actually incurred by him or her in connection with such
proceeding, if he acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe was unlawful, except
that, with respect to any legal action by or in the right of the corporation itself, an
officer, director or agent of the corporation only is entitled to indemnification for
expenses actually and reasonably incurred. Section 7.5 of the Corporation's Bylaws
provides that the Corporation shall indemnify its officers, directors, employees,
fiduciaries and agents (and their heirs and legal representatives) to the full extent
permitted by Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See Exhibit Index
United Technologies Corporation previously received a determination letter from the
Internal Revenue Service that the Plan is a qualified plan under the Internal Revenue Code
and has submitted a request to the Internal Revenue Service for a determination that the
Plan, as amended, continues to comply with the Internal Revenue Code of 1986, as amended.
The Corporation hereby undertakes to submit any amendments to the Plan to the Internal
Revenue Service in a timely manner and will make all changes required under the Internal
Revenue Code to maintain the tax qualification of the Plan.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective
    amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of
      1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date
      of the Registration Statement (or the most recent post-effective amendment thereof) which,
      individually or in the aggregate, represent a fundamental change in the information set
      forth in the Registration Statement; and
(iii) to include any material information with respect to the plan of distribution not
      previously disclosed in the Registration Statement or any material change to such
      information in the Registration Statement:
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
      required to be included in a post-effective amendment by those paragraphs is contained in
      periodic reports filed with or furnished to the Commission by the registrant pursuant to
      Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
      by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the Securities Act of 1933,
    each such post-effective amendment shall be deemed to be a new registration statement
    relating to the securities offered therein, and the offering of such securities at that
    time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the
    securities being registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant, the
registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director,
officer of controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant: Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Hartford, and State of Connecticut, on this 14th day of February, 2003.
UNITED TECHNOLOGIES CORPORATION
By:
Stephen F. Page
Vice Chairman and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, the Registration Statement
has been signed below by the following persons in the capacities indicated on this 14th
day of February, 2003.
Signature
Title
George David
Chairman, Director and Chief
    Executive Officer
Stephen F. Page
Vice Chairman, Director and Chief
    Financial Officer
David G. Nord
Vice President, Controller
Jean-Pierre Garnier*
Director
Jamie S. Gorelick*
Director
Charles R. Lee*
Director
Richard D. McCormick*
Director
Frank P. Popoff*
Director
H. Patrick Swygert*
Director
Andre Villeneuve*
Director
*By:
WILLIAM H. TRACHSEL, AS ATTORNEY-IN-FACT
FOR THE DIRECTORS AND OFFICERS AFTER
WHOSE NAMES APPEARS AN ASTERISK
The Plan: Pursuant to the requirements of the Securities
Act of 1933, the Plan Administrator of the United Technologies Corporation Employee
Savings Plan has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Hartford, State of Connecticut, on
February 14, 2003.
United Technologies Corporation Employee Savings
Plan
By:
Laurie P. Havanec
Director Employee Benefits and Human
Resource Systems
EXHIBIT
NUMBER
EXHIBIT INDEX
5
--Opinion of Counsel as to the
    legality of the securities to be registered
23(a)
--Consent of PricewaterhouseCoopers
    LLP
23(b)
--The consent of counsel is
    contained in Exhibit 5.
24
--Powers of Attorney.