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<p align="center"></font><font size="2"><font face="Arial">As filed with the Securities
and Exchange Commission on October 24, 2002&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Registration No. ______________</font></p>

<p align="center"><img src="utcbluelogo.gif" width="543" height="90"
alt="utcbluelogo.gif (2883 bytes)"><b><font SIZE="5"></p>

<p align="center">&nbsp;</p>

<p ALIGN="CENTER"></font><font face="Arial" SIZE="5">SECURITIES AND EXCHANGE COMMISSION</font></b><font
face="Arial"><br>
</font><font SIZE="4" face="Arial">Washington, D.C. 20549</font><font SIZE="4"></p>
</font><b><font SIZE="5">

<p ALIGN="CENTER"></font></b><font SIZE="4">&nbsp;</p>
</font>

<p ALIGN="CENTER"><b><font face="Arial" SIZE="5">FORM S-8</font></b><font face="Arial"><br>
</font><font SIZE="4" face="Arial">REGISTRATION STATEMENT<br>
Under<br>
THE SECURITIES ACT OF 1933</font></p>
<b><font SIZE="6">

<p ALIGN="CENTER"></font><font face="Arial" SIZE="6">UNITED TECHNOLOGIES CORPORATION</font></b><font
face="Arial"><br>
</font><font SIZE="3" face="Arial">(Exact name of issuer as specified in its charter)</font><font
SIZE="3"></p>
</font><div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="62%">
  <tr>
    <td width="47%" valign="bottom" align="center"><font face="Arial">Delaware</font></td>
    <td width="53%" valign="bottom" align="center"><font face="Arial">06-0570975</font></td>
  </tr>
  <tr>
    <td width="47%" valign="bottom" align="center"><font face="Arial">(State or other
    jurisdiction of</font></td>
    <td width="53%" valign="bottom" align="center"><font face="Arial">(I.R.S. Employer</font></td>
  </tr>
  <tr>
    <td width="47%" valign="bottom" align="center"><font face="Arial">incorporation or
    organization)</font></td>
    <td width="53%" valign="bottom" align="center"><font face="Arial">Identification No.)</font></td>
  </tr>
</table>
</center></div>

<p ALIGN="CENTER"><font SIZE="3" face="Arial">One Financial Plaza, Hartford, Connecticut
06101<br>
</font><font face="Arial" size="2">(Address of principal executive offices, including Zip
Code)</font></p>
<b><font SIZE="3">

<p ALIGN="CENTER"></font><font face="Arial" SIZE="4">UNITED TECHNOLOGIES CORPORATION<br>
EMPLOYEE STOCK OPTION PLAN<br>
</font></b><font face="Arial" size="2">(Full title of the Plan)</font><font SIZE="4"><b></p>
</b>

<p ALIGN="CENTER"></font><font face="Arial" SIZE="4">WILLIAM H. TRACHSEL, Esq.<br>
Secretary<br>
One Financial Plaza<br>
Hartford, Connecticut 06101<br>
(860) 728-7000<br>
</font><font face="Arial" size="2">(Name, address and telephone number of agent for
service)</font><font SIZE="4"></p>

<p ALIGN="CENTER">&nbsp;</p>
</font>

<p ALIGN="CENTER"><font face="Arial" SIZE="4">CALCULATION OF REGISTRATION FEE&nbsp;</font></p>
<div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="687">
  <tr>
    <td WIDTH="21%" VALIGN="TOP"><font size="2"><p ALIGN="CENTER"><font face="Arial">Title of
    Securities to be Registered</font></font></td>
    <td WIDTH="18%" VALIGN="TOP"><font size="2"><p ALIGN="CENTER"><font face="Arial">Amount to
    be Registered</font></font></td>
    <td WIDTH="18%" VALIGN="TOP"><font size="2"><p ALIGN="CENTER"><font face="Arial">Proposed
    Maximum Offering Price (1)</font></font></td>
    <td WIDTH="23%" VALIGN="TOP"><font size="2"><p ALIGN="CENTER"><font face="Arial">Proposed
    Maximum Aggregate Offering Price</font></font></td>
    <td WIDTH="20%" VALIGN="TOP"><font size="2"><p ALIGN="CENTER"><font face="Arial">Amount of
    Registration Fee</font></font></td>
  </tr>
  <tr>
    <td WIDTH="21%" VALIGN="TOP"><font size="2"><p ALIGN="CENTER"><font face="Arial">Common
    Stock, Par value $5.00 per share</font></font></td>
    <td WIDTH="18%" VALIGN="bottom" align="center"><font size="2"><p ALIGN="CENTER"><font
    face="Arial">8,000,000 (2)</font></font></td>
    <td WIDTH="18%" VALIGN="bottom" align="center"><font size="2"><p ALIGN="CENTER"><font
    face="Arial">$58.15</font></font></td>
    <td WIDTH="23%" VALIGN="bottom" align="center"><font size="2"><p ALIGN="CENTER"><font
    face="Arial">$465,200,000</font></font></td>
    <td WIDTH="20%" VALIGN="bottom" align="center"><font size="2"><p ALIGN="CENTER"><font
    face="Arial">$42,799</font></font></td>
  </tr>
</table>
</center></div><font size="2">

<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <p><font face="Arial">(1) Estimated solely for the purpose of calculating the registration
        fee, based, in accordance with Rule 457(h) under the Securities Act of 1933, as amended
        (the &quot;1933 Act&quot;), on the average of the high and low prices reported on the New
        York Stock Exchange, Inc. on October 17, 2002.</font></p>
        <p><font face="Arial">(2) Pursuant to Rule 416(a) under the Security Act, the number of
        shares registered hereunder includes such additional number of shares of Common Stock as
        are required to prevent dilution resulting from a stock split, stock dividends or similar
        transaction that results in an increase in the number of the outstanding shares of Common
        Stock.</font><font SIZE="3"></p>
        </font>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
</font><b><font SIZE="4">

<hr>

<p><font face="Arial">PART II</font></font><font SIZE="3"></p>

<p><font face="Arial">ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</font></b></p>

<p><font face="Arial">The following documents are hereby incorporated by reference:</font></p>

<blockquote>
  <ol>
    <li><font face="Arial">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, 2001; </font></li>
    <li><font face="Arial">the Quarterly Reports on Form 10-Q of the Corporation filed with the
      Commission for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002; </font></li>
    <li><font face="Arial">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 most
      recent Annual Report on Form 10-K referred to in (1) above; and</font></li>
    <li><font face="Arial">the description of the shares of the Corporation&#146;s common stock
      contained in the Registrant&#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.</font></li>
  </ol>
</blockquote>

<p><font face="Arial">All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement,
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">ITEM 4. DESCRIPTION OF SECURITIES</font></b></p>

<p><font face="Arial">The securities registered hereby are shares of Common Stock, $5.00
par value, of the Corporation, to be issued under the United Technologies Corporation
Employee Stock Option Plan (the &quot;Plan&quot;).</font></p>
<b>

<p><font face="Arial">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</font></p>
<u>

<p><font face="Arial">EXPERTS AND COUNSEL</font></u></b></p>

<p><font face="Arial">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>
<u><b>

<p><font face="Arial">INDEPENDENT AUDITORS</font></b></u></p>

<p><font face="Arial">The financial statements incorporated by reference to the Annual
Report on Form 10-K of the Corporation 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>

<p><font face="Arial">With respect to the unaudited financial information of United
Technologies Corporation for the three-month period ended March 31, 2002, the six-month
period ended June 30, 2002 and the nine-month period ended September 30, 2002,
incorporated by reference in this Form S-8, PricewaterhouseCoopers LLP reported that they
have applied limited procedures in accordance with professional standards for a review of
such information.&nbsp; However, their separate reports dated April 17, 2002, July 17,
2002 and October 17, 2002 incorporated by reference, state that they did not audit and
they do not express an opinion on such unaudited financial information.&nbsp; Accordingly,
the degree of reliance on their reports on such information should be restricted in light
of the limited nature of the review procedures applied.&nbsp; </font></p>

<p><font face="Arial">PricewaterhouseCoopers LLP is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited
financial information because such reports are not a &quot;report&quot; or a
&quot;part&quot; of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.</font></p>
<b>

<p><font face="Arial">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</font></b></p>

<p><font face="Arial">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">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">ITEM 8. EXHIBITS</font></b></p>

<p><font face="Arial">See Exhibit Index</font></p>
<b>

<p><font face="Arial">ITEM 9. UNDERTAKINGS</font></b></p>

<p><font face="Arial">The undersigned registrant hereby undertakes: </font>

<ol>
  <li><font face="Arial">To file, during any period in which offers or sales are being made, a
    post-effective amendment to this Registration Statement:</font><p><font face="Arial">(i)
    to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</font></p>
    <p><font face="Arial">(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">(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>
  </li>
</ol>

<blockquote>
  <p><font face="Arial">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>

<ol start="2">
  <li><font face="Arial">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></li>
  <li><font face="Arial">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></li>
</ol>

<p><font face="Arial">The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant&#146;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">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>

<hr>

<p><font face="Arial">SIGNATURES</font></p>

<p></b><font face="Arial">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 24th day of October, 2002.</font></p>

<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
          <blockquote>
            <blockquote>
              <blockquote>
                <p><b><font face="Arial">UNITED TECHNOLOGIES CORPORATION</font></p>
                </b><p><b><font face="Arial">By:&nbsp; Stephen F. Page<br>
                &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vice Chairman and Chief Financial Officer</font></b></p>
              </blockquote>
            </blockquote>
          </blockquote>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>

<p><font face="Arial">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 24th day of October, 2002.</font></font></p>

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

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="624">
  <tr>
    <td WIDTH="62%" VALIGN="TOP"><font SIZE="3" face="Arial"><u><b>Signature</b></u></font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3" face="Arial"><u><b>Title</b></u></font></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>GEORGE DAVID</b></font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>Chairman, Director and Chief
    Executive Officer</b></font></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"></td>
    <td WIDTH="38%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>STEPHEN F. PAGE</b></font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>Vice Chairman, Director and
    Chief Financial Officer</b></font></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"></td>
    <td WIDTH="38%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>DAVID G. NORD</b></font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>Vice President, Controller</b></font></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"></td>
    <td WIDTH="38%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>JEAN-PIERRE GARNIER*</b></font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>Director</b></font></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"></td>
    <td WIDTH="38%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>JAMIE S. GORELICK*</b></font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>Director</b></font></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"></td>
    <td WIDTH="38%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>CHARLES R. LEE*</b></font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>Director</b></font></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"></td>
    <td WIDTH="38%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>RICHARD D. MCCORMICK*</b></font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>Director</b></font></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"></td>
    <td WIDTH="38%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="62%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>FRANK P. POPOFF*</b></font></td>
    <td WIDTH="38%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>Director</b></font></td>
  </tr>
</table>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="624">
  <tr>
    <td WIDTH="376" VALIGN="TOP"></td>
    <td WIDTH="227" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="376" VALIGN="TOP"><font SIZE="3" face="Arial"><b>H. PATRICK SWYGERT*</b></font></td>
    <td WIDTH="227" VALIGN="TOP"><font SIZE="3" face="Arial"><b>Director</b></font></td>
  </tr>
  <tr>
    <td WIDTH="376" VALIGN="TOP"></td>
    <td WIDTH="227" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="376" VALIGN="TOP"><font SIZE="3" face="Arial"><b>ANDRE VILLENEUVE*</b></font></td>
    <td WIDTH="227" VALIGN="TOP"><font SIZE="3" face="Arial"><b>Director</b></font></td>
  </tr>
  <tr>
    <td WIDTH="376" VALIGN="TOP"></td>
    <td WIDTH="227" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="376" VALIGN="TOP"><font SIZE="3" face="Arial"><b>HAROLD A. WAGNER*</b></font></td>
    <td WIDTH="227" VALIGN="TOP"><font SIZE="3" face="Arial"><b>Director</b></font></td>
  </tr>
  <tr>
    <td WIDTH="376" VALIGN="TOP"></td>
    <td WIDTH="227" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="376" VALIGN="TOP"><font SIZE="3" face="Arial"><b>SANFORD I. WEILL*</b></font></td>
    <td WIDTH="227" VALIGN="TOP"><font SIZE="3" face="Arial"><b>Director</b></font></td>
  </tr>
</table>
</center></div><font SIZE="3"><b>

<p>&nbsp;</p>

<p><font face="Arial">* By:&nbsp;&nbsp;&nbsp; WILLIAM H. TRACHSEL, AS ATTORNEY-IN-FACT<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; FOR THE DIRECTORS
AND OFFICERS AFTER <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHOSE NAMES
APPEARS AN ASTERISK</font></p>
</b>

<p>&nbsp;</p>
</font>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="679">
  <tr>
    <td WIDTH="16%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>EXHIBIT NO.</b></font></td>
    <td WIDTH="76%" VALIGN="TOP"><font SIZE="3" face="Arial"><b>EXHIBIT INDEX</b></font></td>
  </tr>
  <tr>
    <td WIDTH="16%" VALIGN="TOP"></td>
    <td WIDTH="76%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="16%" VALIGN="TOP"><font SIZE="3" face="Arial">5</font></td>
    <td WIDTH="76%" VALIGN="TOP"><font SIZE="3" face="Arial">Opinion of Counsel as to the
    legality of the securities to be registered.</font></td>
  </tr>
  <tr>
    <td WIDTH="16%" VALIGN="TOP"></td>
    <td WIDTH="76%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="16%" VALIGN="TOP"><font SIZE="3" face="Arial">15</font></td>
    <td WIDTH="76%" VALIGN="TOP"><font SIZE="3" face="Arial">Awareness Letter of
    PricewaterhouseCoopers LLP.</font></td>
  </tr>
  <tr>
    <td WIDTH="16%" VALIGN="TOP"></td>
    <td WIDTH="76%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="16%" VALIGN="TOP"><font SIZE="3" face="Arial">23(a)</font></td>
    <td WIDTH="76%" VALIGN="TOP"><font SIZE="3" face="Arial">Consent of PricewaterhouseCoopers
    LLP.</font></td>
  </tr>
  <tr>
    <td WIDTH="16%" VALIGN="TOP"></td>
    <td WIDTH="76%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="16%" VALIGN="TOP"><font SIZE="3" face="Arial">23(b)</font></td>
    <td WIDTH="76%" VALIGN="TOP"><font SIZE="3" face="Arial">The consent of counsel is
    contained in Exhibit 5.</font></td>
  </tr>
  <tr>
    <td WIDTH="16%" VALIGN="TOP"></td>
    <td WIDTH="76%" VALIGN="TOP"></td>
  </tr>
  <tr>
    <td WIDTH="16%" VALIGN="TOP"><font SIZE="3" face="Arial">24</font></td>
    <td WIDTH="76%" VALIGN="TOP"><font SIZE="3" face="Arial">Powers of Attorney.</font></td>
  </tr>
</table>

<p><font SIZE="3">&nbsp;</p>
</font></font>
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S-8 ESOP
As filed with the Securities
and Exchange Commission on October 24, 2002       
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 STOCK OPTION 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 (1)
Proposed
    Maximum Aggregate Offering Price
Amount of
    Registration Fee
Common
    Stock, Par value $5.00 per share
8,000,000 (2)
$58.15
$465,200,000
$42,799
(1) Estimated solely for the purpose of calculating the registration
        fee, based, in accordance with Rule 457(h) under the Securities Act of 1933, as amended
        (the "1933 Act"), on the average of the high and low prices reported on the New
        York Stock Exchange, Inc. on October 17, 2002.
(2) Pursuant to Rule 416(a) under the Security Act, the number of
        shares registered hereunder includes such additional number of shares of Common Stock as
        are required to prevent dilution resulting from a stock split, stock dividends or similar
        transaction that results in an increase in the number of the outstanding shares of Common
        Stock.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference:
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, 2001;
the Quarterly Reports on Form 10-Q of the Corporation filed with the
      Commission for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002;
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 most
      recent Annual Report on Form 10-K referred to in (1) above; and
the description of the shares of the Corporation's common stock
      contained in the Registrant'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.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement,
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 shares of Common Stock, $5.00
par value, of the Corporation, to be issued under the United Technologies Corporation
Employee Stock Option Plan (the "Plan").
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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.
INDEPENDENT AUDITORS
The financial statements incorporated by reference to the Annual
Report on Form 10-K of the Corporation 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.
With respect to the unaudited financial information of United
Technologies Corporation for the three-month period ended March 31, 2002, the six-month
period ended June 30, 2002 and the nine-month period ended September 30, 2002,
incorporated by reference in this Form S-8, PricewaterhouseCoopers LLP reported that they
have applied limited procedures in accordance with professional standards for a review of
such information.  However, their separate reports dated April 17, 2002, July 17,
2002 and October 17, 2002 incorporated by reference, state that they did not audit and
they do not express an opinion on such unaudited financial information.  Accordingly,
the degree of reliance on their reports on such information should be restricted in light
of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited
financial information because such reports are not a "report" or a
"part" of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.
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 8. EXHIBITS
See Exhibit Index
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
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.
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.
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
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 24th day of October, 2002.
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 24th day of October, 2002.
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
HAROLD A. WAGNER*
Director
SANFORD I. WEILL*
Director
* By:    WILLIAM H. TRACHSEL, AS ATTORNEY-IN-FACT
FOR THE DIRECTORS
AND OFFICERS AFTER
WHOSE NAMES
APPEARS AN ASTERISK
EXHIBIT NO.
EXHIBIT INDEX
5
Opinion of Counsel as to the
    legality of the securities to be registered.
15
Awareness Letter of
    PricewaterhouseCoopers LLP.
23(a)
Consent of PricewaterhouseCoopers
    LLP.
23(b)
The consent of counsel is
    contained in Exhibit 5.
24
Powers of Attorney.