Bylaws - United Technologies Corp.


                                     BYLAWS
                                       OF
                        UNITED TECHNOLOGIES CORPORATION
                AS AMENDED AND RESTATED EFFECTIVE MARCH 21, 2001

SECTION 1  -  Meetings of Shareholders

SECTION 1.1  Annual Meetings.
Annual meetings of shareholders shall be held on or prior to April 30 in each
year for the purpose of electing directors and transacting such other proper
business as may come before the meeting.

SECTION 1.2  Special Meetings.
Special meetings of shareholders may be called from time to time by the Board of
Directors or by the chief executive officer of the Corporation.  Special
meetings shall be held solely for the purpose or purposes specified in the
notice of meeting.

SECTION 1.3  Time and Place of Meetings.
Subject to the provisions of Section 1.1, each meeting of shareholders shall be
held on such date, at such hour and at such place as fixed by the Board of
Directors or in the notice of the meeting or, in the case of an adjourned
meeting, as announced at the meeting at which the adjournment is taken.

SECTION 1.4  Notice of Meetings.
A notice of each meeting of shareholders, stating the place, date and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given personally, by mail or by electronic
transmission as set forth below to each shareholder entitled to vote at the
meeting.  Unless otherwise provided by statute, the notice shall be given not
less than 10 nor more than 60 days before the date of the meeting and, if
mailed, shall be deposited in the United States mail, postage prepaid, directed
to the shareholder at his address as it appears on the records of the
Corporation.  No notice need be given to any person with whom communication is
unlawful, nor shall there be any duty to apply for any permit or license to give
notice to any such person.  If the time and place of an adjourned meeting of
shareholders are announced at the meeting at which the adjournment is taken, no
notice need be given of the adjourned meeting unless that adjournment is for
more than 30 days or unless, after the adjournment, a new record date is fixed
for the adjourned meeting.  Without limiting the manner by which notice
otherwise may be given effectively to shareholders, any notice to shareholders
under the certificate of incorporation and these Bylaws may be given by
electronic transmission in the manner provided in Section 232 of the Delaware
General Corporation Law.

SECTION 1.5  Waiver of Notice.
Anything herein to the contrary notwithstanding, notice of any meeting of
shareholders need not be given to any shareholder who in person or by proxy
shall have waived in writing notice of the meeting, either before or after such
meeting, or who shall attend the meeting in person or by proxy, unless he
attends for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.