United Technologies Corporation
UNITED TECHNOLOGIES CORP /DE/ (Form: 4, Received: 02/11/2015 17:13:26)
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
Washington, D.C. 20549

OMB Number: 3235-0287
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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 *

Adams Paul R.
2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, Pratt & Whitney
(Last)          (First)          (Middle)

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


(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   2/9/2015     A    6120.0000   (1) A $119.3200   6142.0000   D    
Common Stock   2/9/2015     F    2107.0000   D $119.3200   4035.0000   D    
Common Stock                  2641.0000   I   By Savings Plan Trustee  

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
Stock Appreciation Right   $79.0600   2/9/2015   (2)   A      37946.0000   (2)      2/9/2015   10/31/2022   Common Stock   37946.0000   (2) $0.0000   37946.0000   D    

Explanation of Responses:
( 1)  The acquisition of shares of UTC common stock represents the vesting of performance share units (PSUs) previously awarded on January 3, 2012 to the reporting person under the United Technologies Corporation Long-Term Incentive Plan. Each PSU has a value equal to one share of UTC common stock. The PSUs vested solely upon achievement of pre-established performance targets for UTC's earnings per share and total shareholder return over a three-year performance period.
( 2)  On November 1, 2012, the reporting person was granted 77,440 performance stock appreciation rights, 50% of which became exercisable on February 9, 2015 and 50% of which may become exercisable December 31, 2016, in each case subject to and following confirmation of achievement of pre-established business unit earnings, sales and other financial targets. The grant of 77,440 performance stock appreciation rights was incorrectly reported on a Form 3 filed on September 20, 2013 (performance-based stock appreciation rights not tied to the market price of the issuer's stock need not be reported until vesting upon achievement of performance conditions). The performance criteria were satisfied at the 98% level for the first 50% of the grant, resulting in the vesting of 37,946 stock appreciation rights and the cancellation of 774 stock appreciation rights, both as of February 9, 2015.

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other
Adams Paul R.

President, Pratt & Whitney

/s/ Charles F. Hildebrand as Attorney-in-Fact 2/11/2015
** 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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