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<title>Rep Savings Plan S-8</title>
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<p ALIGN="center">As filed with the Securities and Exchange Commission on February 19,
2003<br>
Registration No. _______________<br>
</font><font size="2"><img src="utcbluelogo.gif" width="543" height="90"
alt="utcbluelogo.gif (2883 bytes)"></font><font FACE="Arial" SIZE="4"><b></p>
</b></font>

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

<p ALIGN="CENTER"><font FACE="Arial" SIZE="4"><b>FORM S-8<br>
</b></font>REGISTRATION STATEMENT<br>
Under<br>
THE SECURITIES ACT OF 1933</p>
</font><font FACE="Arial" SIZE="1">

<p ALIGN="CENTER"><font FACE="Arial" SIZE="5"><b>UNITED TECHNOLOGIES CORPORATION</b><br>
</font>(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<br>
</font><font FACE="Arial" SIZE="1">(Address of principal executive offices, including Zip
Code)</font><font FACE="Arial" SIZE="2"></p>
</font><font FACE="Arial"><b>

<p ALIGN="CENTER">UNITED TECHNOLOGIES CORPORATION REPRESENTED EMPLOYEE<br>
SAVINGS PLAN<br>
</b></font><font FACE="Arial" SIZE="1">(Full title of the Plan)</font><font FACE="Arial"
SIZE="2"></p>
</font><font FACE="Arial">

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

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

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="713">
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER"><strong>Title
    of Securities to be Registered</strong></font></td>
    <td WIDTH="18%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER"><strong>Amount
    to be Registered</strong></font></td>
    <td WIDTH="16%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER"><strong>Proposed
    Maximum OfferingPrice Per Share (2)</strong></font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER"><strong>Proposed
    Maximum Aggregate Offering Price</strong></font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER"><strong>Amount
    of Registration Fee</strong></font></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"></td>
    <td WIDTH="18%" VALIGN="TOP"></td>
    <td WIDTH="16%" VALIGN="TOP"></td>
    <td WIDTH="19%" VALIGN="TOP"></td>
    <td WIDTH="19%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="29%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER">Common Stock,
    par value $1.00 per share (1)</font></td>
    <td WIDTH="18%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER">600,000 <br>
    shares (3)</font></td>
    <td WIDTH="16%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER">$59.53</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER">$35,718,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER">$3,286.06</font></td>
  </tr>
</table>
</center></div>

<p><font FACE="Arial" SIZE="1">(1)&nbsp;&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;&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;&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>

<hr>

<p><font FACE="Arial" SIZE="2">The United Technologies Corporation Represented 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>
<b>

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

<p><font FACE="Arial" SIZE="2">ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</b><br>
The following documents are hereby incorporated by reference:</font></p>

<blockquote>
  <blockquote>
    <p><font FACE="Arial" SIZE="2">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;</font></p>
    <p><font FACE="Arial" SIZE="2">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;</font></p>
    <p><font FACE="Arial" SIZE="2">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</font></p>
    <p><font FACE="Arial" SIZE="2">4. the Annual Report on Form 11-K for the United
    Technologies Corporation Represented Employee Savings Plan for the year ended December 31,
    2001.</font></p>
  </blockquote>
</blockquote>

<p><font FACE="Arial" SIZE="2">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.</font></p>
<b>

<p><font FACE="Arial" SIZE="2">ITEM 4. DESCRIPTION OF SECURITIES<br>
</b>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.</font></p>
<b>

<p><font FACE="Arial" SIZE="2">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL<br>
</b>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 Represented 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.</font></p>
<b>

<p><font FACE="Arial" SIZE="2">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS<br>
</b>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.</font></p>

<p><font FACE="Arial" SIZE="2">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.</font></p>
<b>

<p><font FACE="Arial" SIZE="2">ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED<br>
</b>Not applicable.</font></p>
<b>

<p><font FACE="Arial" SIZE="2">ITEM 8. EXHIBITS<br>
</b>See Exhibit Index</font></p>

<p><font FACE="Arial" SIZE="2">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.</font></p>
<b>

<p><font FACE="Arial" SIZE="2">ITEM 9. UNDERTAKINGS<br>
</b>The undersigned registrant hereby undertakes:</font></p>

<blockquote>
  <blockquote>
    <p><font FACE="Arial" SIZE="2">1. To file, during any period in which offers or sales are
    being made, a post-effective amendment to this Registration Statement:</font></p>
  </blockquote>
</blockquote>

<blockquote>
  <blockquote>
    <blockquote>
      <p><font FACE="Arial" SIZE="2">(i) to include any prospectus required by Section 10(a)(3)
      of the Securities Act of 1933;</font></p>
      <p><font FACE="Arial" SIZE="2">(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</font></p>
      <p><font FACE="Arial" SIZE="2">(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:</font></p>
    </blockquote>
  </blockquote>
</blockquote>

<p><font FACE="Arial" SIZE="2">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.</font></p>

<blockquote>
  <blockquote>
    <p><font FACE="Arial" SIZE="2">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.</font></p>
    <p><font FACE="Arial" SIZE="2">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.</font></p>
  </blockquote>
</blockquote>

<p><font FACE="Arial" SIZE="2">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.</font></p>

<p><font FACE="Arial" SIZE="2">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.</font></p>
<b>

<p><font FACE="Arial" SIZE="2">SIGNATURES</font></b></p>

<p><font FACE="Arial" SIZE="2">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.</font></p>
<b>

<p><font FACE="Arial" SIZE="2">UNITED TECHNOLOGIES CORPORATION</font></p>

<p></b><font FACE="Arial" SIZE="2">By:<b><br>
</b>Stephen F. Page<br>
Vice Chairman and Chief Financial Officer</font></p>

<p><font FACE="Arial" SIZE="2">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.</font></p>
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" width="624">
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><u><b>Signature</b></u></font></td>
    <td WIDTH="64%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><u><b>Title</b></u></font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"></td>
    <td WIDTH="64%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><font FACE="Arial" SIZE="2">George David</font></td>
    <td WIDTH="64%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Chairman, Director and Chief
    Executive Officer</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"></td>
    <td WIDTH="64%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Stephen F. Page</font></td>
    <td WIDTH="64%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Vice Chairman, Director and Chief
    Financial Officer</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"></td>
    <td WIDTH="64%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><font FACE="Arial" SIZE="2">David G. Nord</font></td>
    <td WIDTH="64%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Vice President, Controller</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"></td>
    <td WIDTH="64%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Jean-Pierre Garnier*</font></td>
    <td WIDTH="64%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"></td>
    <td WIDTH="64%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Jamie S. Gorelick*</font></td>
    <td WIDTH="64%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"></td>
    <td WIDTH="64%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Charles R. Lee*</font></td>
    <td WIDTH="64%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"></td>
    <td WIDTH="64%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Richard D. McCormick*</font></td>
    <td WIDTH="64%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"></td>
    <td WIDTH="64%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Frank P. Popoff*</font></td>
    <td WIDTH="64%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"></td>
    <td WIDTH="64%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><font FACE="Arial" SIZE="2">H. Patrick Swygert*</font></td>
    <td WIDTH="64%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"></td>
    <td WIDTH="64%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Andre Villeneuve*</font></td>
    <td WIDTH="64%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"></td>
    <td WIDTH="64%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><font FACE="Arial" SIZE="2">H.A. Wagner*</font></td>
    <td WIDTH="64%" VALIGN="TOP"><font FACE="Arial" SIZE="2">Director</font></td>
  </tr>
</table>
</center></div><b>

<p><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></p>
</b>

<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 Represented
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="2">United Technologies Corporation Represented
Employee Savings Plan</font></strong></p>

<p><font FACE="Arial" SIZE="2">By:</font></p>

<p><font FACE="Arial" SIZE="2">Laurie P. Havanec<br>
Director Employee Benefits and Human Resource Systems</font></p>

<hr>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" width="679">
  <tr>
    <td WIDTH="18%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><b>EXHIBIT<br>
    NUMBER</b></font></td>
    <td WIDTH="82%" VALIGN="TOP"><font FACE="Arial" SIZE="2"><b>EXHIBIT INDEX</b></font></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"><font FACE="Arial" SIZE="2">5</font></td>
    <td WIDTH="82%" VALIGN="TOP"><font FACE="Arial" SIZE="2">--Opinion of Counsel as to the
    legality of the securities to be registered.</font></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"></td>
    <td WIDTH="82%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"><font FACE="Arial" SIZE="2">23(a)</font></td>
    <td WIDTH="82%" VALIGN="TOP"><font FACE="Arial" SIZE="2">--Consent of
    PricewaterhouseCoopers LLP</font></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"></td>
    <td WIDTH="82%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"><font FACE="Arial" SIZE="2">23(b)</font></td>
    <td WIDTH="82%" VALIGN="TOP"><font FACE="Arial" SIZE="2">--The consent of counsel is
    contained in Exhibit 5.</font></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"></td>
    <td WIDTH="82%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="18%" VALIGN="TOP"><font FACE="Arial" SIZE="2">24</font></td>
    <td WIDTH="82%" VALIGN="TOP"><font FACE="Arial" SIZE="2">--Powers of Attorney.</font></td>
  </tr>
</table>

<p>&nbsp;</p>
</body>
</html>
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Rep Savings Plan 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 REPRESENTED 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 OfferingPrice Per Share (2)
Proposed
    Maximum Aggregate Offering Price
Amount
    of Registration Fee
Common Stock,
    par value $1.00 per share (1)
600,000
shares (3)
$59.53
$35,718,000
$3,286.06
(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 Represented 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 Represented 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 Represented 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
H.A. Wagner*
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 Represented
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 Represented
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.