Exhibit 15





May 4, 1994

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Dear Sirs:

We are aware that United Technologies Corporation has incorporated by  reference
our report dated April 16, 1994 (issued pursuant to the provisions of  Statement
on Auditing  Standards  No. 71)  in  the  Prospectus constituting  part  of  its
Registration Statements  on Form  S-3 (Nos.  33-46916, 33-40163,  33-34320,  33-
31514, 33-29687 and 33-6452)  and Form S-8  (Nos. 33-45440, 33-11255,  33-26580,
33-26627,  33-28974,  33-51385,  and  2-87322).    We  are  also  aware  of  our
responsibilities under the Securities Act of 1933.

Yours very truly,



Price Waterhouse