Exhibit 15





November 14, 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  October  19,  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, 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 LLP