SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 1998 UNITED TECHNOLOGIES CORPORATION (exact name of registrant as specified in its charter) Delaware 06-0570975 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) United Technologies Building, One Financial Plaza Hartford, Connecticut 06101 (Address of principal executive offices, including Zip Code) Registrant's telephone number, including area code (860) 728-7000 N/A (Former name or former address, if changed since last report) Item 5. Other Events On December 1, 1998, United Technologies Corporation (the "Corporation") amended and restated its Bylaws ("Bylaws"). Section 1.7 (Voting) of the Bylaws has been amended to permit electronic transmission of proxies. Section 1.10 (Notice of Shareholder Business) and Section 1.11 (Notice of Shareholder Nominees) of the Bylaws have been replaced by a new Section 1.10 (Notice of Shareholder Business and Nominations) which amends the time periods in which shareholder notices are required to be given with respect to both shareholder proposals of business and nominations of directors and provides for related revisions. The former Section 1.12 (Consents to Corporate Action) has been renumbered as Section 1.11. The foregoing summary of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the amended and restated Bylaws of the Corporation, which is filed as Exhibit 3(ii) hereto and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The following is annexed as an Exhibit: Exhibit Number Description 3(ii) Bylaws of United Technologies Corporation, as amended and restated effective December 1, 1998. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED TECHNOLOGIES CORPORATION (Registrant) Date: December 1, 1998 By: /s/ William H. Trachsel William H. Trachsel Senior Vice President, General Counsel and Secretary - 2 - INDEX TO EXHIBITS Exhibit Exhibit Page Number Description 3(ii) Bylaws of United 1 Technologies Corporation, as amended and restated effective December 1, 1998 - 3 -