Long Term Incentive Plan - United Technologies Corp.

       UNITED TECHNOLOGIES CORPORATION LONG TERM INCENTIVE PLAN

                             AMENDMENT 1

   The United Technologies Corporation Long Term Incentive Plan (the
'LTIP') is hereby amended, effective January 1, 1995, subject to the
approval of shareowners at the Corporation's Annual Meeting to be held
April 25, 1995.

1. Section 5(e) is amended and restated as follows:

   Dividend Equivalents.  A Dividend Equivalent is the right to receive a
   cash payment equal to the amount of dividends paid on Common Stock for a
   period of time, as specified in the Award Agreement.  Dividend
   Equivalent Awards are subject to performance based vesting criteria.

2. Section 6, 'Limitation on Number of Shares' is amended by adding the
following sub-section (c) thereto:

   (c) The Plan shall be subject to an individual share award limitation of
       1.5 million shares over any consecutive 36 month period.  For
       purposes of this limitation, all awards of shares of stock, options
       to acquire shares of stock or any other award which can be converted
       into shares shall be subject to this limit, determined in a manner
       consistent with Section 6(b) hereof.   Any award that is forfeited
       or canceled within a thirty-six month period shall continue to count
       against this limitation for the remainder of the thirty-six month
       period.

3. Section 17 is hereby added to the Plan as follows:

   17. Continuous Improvement Incentive Plan.

       (a) Introduction.  The Committee has approved the Continuous
           Improvement Incentive Program (the 'CIIP'), a performance based
           program of Plan Awards.  Under the CIIP, Dividend Equivalent
           Awards ('DEs') are granted subject to performance based vesting
           criteria related to key financial performance measurements of the
           Corporation and the business units.  Non-qualified stock options
           awarded along with DEs become exercisable three years after the
           date of grant.  Exercisability of stock options is not contingent
           upon achievement of CIIP performance based vesting criteria
           because the value of stock option awards is directly linked to
           share price appreciation measured from the date of grant and is
           therefore performance based independent of CIIP vesting criteria.

       (b) Performance Targets.  Under the CIIP, Participants shall be
           eligible to receive awards of dividend equivalents ('DEs'), with
           one DE granted for each stock option granted.  A DE is the right
           to receive a cash payment equal to the amount of dividends paid
           on Common Stock for a period of time as specified in the Award
           Agreement, but in no event more than seven years, provided,
           however, that DE payments will cease if the stock option
           associated with the vested DE is exercised.  The vesting of DEs
           shall be contingent upon the achievement of certain minimum
           performance targets measured over a period of time of not less
           than one year, as established by the Committee.  DEs that do not


           vest will be forfeited without value.  The vesting of each years
           award shall be based upon the achievement of pre-established
           performance targets as established by the Committee for one or
           more of the following performance measurements: earnings per
           share ('EPS'); total shareholder return ('TSR'); return on equity
           ('ROE'); return on sales ('ROS'); return on net operating asset
           ('RNOA') and working capital turnover ('WCT').  ROS, RNOA and WCT
           targets may be specifically formulated for each business unit.
           Business unit Participants may be subject to performance targets
           specifically applicable to their business unit or to a
           combination of corporate and business unit performance targets.
           If vesting is subject to more than one performance target, the
           relative weighting of each performance target to be used for
           determining the cumulative vesting percentage shall be as
           determined by the Committee.

   Performance targets shall be measured on the basis of audited
   consolidated financial statements of the Corporation and financial
   statements of the business units which are used in the audited
   consolidated financial statements of the Corporation.  For purposes of
   this Section 17, performance targets shall be defined as follows:

   Earnings Per Share means primary or fully diluted earnings per share
   determined under generally accepted accounting principles.

   Return on Equity means net income available to Common Stock owners
   divided by average equity.

   Return on Sales means operating profit before interest expense and
   income taxes divided by sales.

   Return on Net Operating Assets means operating profit before interest
   expense and income taxes divided by average net operating assets.

   Total Shareholder Return means the percentage change in the value of a
   share of Common Stock between the beginning and end of the measurement
   period, including the amount of dividends paid during the measurement
   period.

   Working Capital Turnover means the ratio obtained by dividing sales by
   average working capital.  For purposes of this definition, working
   capital means external accounts receivable plus net inventory less
   external accounts payable and advances on sales contracts.

   (c) Establishment of Performance Targets.  The Committee shall be
       exclusively responsible for establishing performance targets
       applicable to CIIP Awards with respect to EPS, ROE, ROS, RNOA, TSR,
       and WCT, as the case may be.  The Committee shall grant CIIP awards
       and establish performance targets no later than 90 days following
       the commencement of the performance measurement period.  The
       Committee shall also establish the relative weightings of multiple
       performance targets no later than 90 days following the commencement
       of the performance measurement period.

   (d) Measurement of Achievement of Performance Targets.  The Committee
       shall certify to the measurement of performance by the Corporation
       and the business units relative to CIIP performance targets and the
       resulting vesting percentage.  The Committee shall rely on such
       financial information and other materials as it deems necessary and


       appropriate to enable it to certify to the percentage of achievement
       of CIIP performance targets.  Performance targets will be adjusted
       by the Committee to eliminate:  (i) restructuring charges to the
       extent they are separately disclosed in the Corporation's Annual
       Report on Form 10K; (ii)  the effects of changes in accounting
       methods; (iii)  the translation impact of changes in foreign
       currency exchange rates; and (iv)  'extraordinary items' determined
       under generally accepted accounting principles.  The Committee shall
       make its vesting determination not later than the end of the first
       quarter following the end of the performance measurement period.

   (e) Vesting Schedule.  DE payments will commence following the vesting
       determination date.  CIIP Participants shall vest in 100% of their
       DEs if 100% of their applicable CIIP performance targets are
       achieved as of the end of the three year performance measurement
       period.  If the cumulative weighted achievement equals 90% of
       target, 50% of associated DEs will vest.  To the extent that
       cumulative weighted achievement is greater than 90% but less than
       100%, the vesting percentage will be determined in accordance with
       the following formula:

       Vesting Percentage = (Cumulative Weighted Performance Achievement
       Percentage -90) X 5 + 50

       If the cumulative weighted performance achievement percentage is
       less than 90, all DEs will be forfeited without value.

   (f) Transfers.  If a Participant transfers from one business unit to
       another business unit (for this purpose including Corporate
       Headquarters as a business unit) after the date of a CIIP Award but
       before the end of the three-year measurement period applicable to
       the Award, the number of vested DE's will equal the sum of (i) plus
       (ii) where:

       (i) equals DEs granted, multiplied by a fraction, where the numerator
           equals the number of months in the unit where the Participant was
           employed at the time the Award was granted and the denominator
           equals 36, multiplied by the performance achievement percentage
           applicable to such business unit; and

       (ii)    equals DEs granted, multiplied by a fraction where the
           numerator equals the number of months employed in the unit to
           which the Participant was transferred and the denominator equals
           36, multiplied by the performance achievement percentage
           applicable to such business unit.

   If there are subsequent transfers to other business units, vesting
   calculations will be done using the same formula.

   (g) Amendment.  The Committee shall have the authority to amend the
       CIIP, provided however, that the Committee may not amend the CIIP
       after the first 90 days of a performance measurement period in a
       manner that would, directly or indirectly:  (i)  change the method
       of measuring performance for that year's CIIP award; (ii)  increase
       the maximum amount payable to any CIIP Participant for that year; or
       (iii)  remove the amendment restriction set forth in this sentence
       with respect to that year.