United Technologies Corporation
UNITED TECHNOLOGIES CORP /DE/ (Form: 4, Received: 04/29/2015 17:11:48)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WHITMAN CHRISTINE TODD
2. Issuer Name and Ticker or Trading Symbol

UNITED TECHNOLOGIES CORP /DE/ [ UTX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE FINANCIAL PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

4/27/2015
(Street)

HARTFORD, CT 06101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock                  5350.0000   D    
Common Stock                  1500.0000   I   By Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Unit     (1) 4/27/2015     A      1555.2100         (1)   (1) Common Stock   1555.2100   $115.7400   27536.9621   D    

Explanation of Responses:
( 1)  Consists of Phantom Stock Units acquired by the reporting person under the United Technologies Corporation Board of Directors Deferred Stock Unit Plan in respect of his/her annual retainer for services as a non-employee Director. The Plan provides for payment of all or a portion of the retainer in deferred stock units. Upon termination of service as a member of the Board of Directors, the non-employee Director will be entitled to receive a number of shares of Common Stock of United Technologies Corporation equal to the balance of Phantom Stock Units then held in his/her account under the Plan, distributed either as a lump sum or in installments, as previously elected pursuant to the Plan.

Remarks:
whitman.txt

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WHITMAN CHRISTINE TODD
ONE FINANCIAL PLAZA
HARTFORD, CT 06101
X



Signatures
/s/ Charles F. Hildebrand as Attorney-in-Fact 4/29/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Charles D. Gill, Peter J. Graber-Lipperman and Charles F. Hildebrand, signing individually, as the undersigned's true and lawful attorney-in-fact to

(1) execute, for and on behalf of the undersigned, Forms 3, 4, and 5 (and any replacement form or successor to such forms, as may be established by the U.S. Securities and Exchange Commission from time to time) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended from time to time and the rules thereunder

(2) execute, for and on behalf of the undersigned, any Form
144 (and any replacement form or successor to such form, as may be established by the U.S. Securities and Exchange Commission from time to time) required to be filed on behalf of the undersigned in accordance with Rule 144 of the U.S. Securities and Exchange Commission, as amended from time to time

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any of the documents referred to in items (1) and (2) above and timely file the same with the U.S. Securities and Exchange Commission and any stock exchange or similar authority and

(4) take any action of any type whatsoever in connection with the foregoing (including but not limited to the execution of any written representations required on behalf of the undersigned to confirm compliance with Rule 144) which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is United Technologies Corporation (the Company) assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, Rule 144 of the U.S. Securities and Exchange Commission or any other provision of the securities laws.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any of the documents referred to above with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of April, 2015.

/s/Christine Todd Whitman
Christine Todd Whitman