Registration No. 333-31039
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________
UNION TEXAS PETROLEUM HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 76-0040040
(State or other jurisdiction of (IRS Identification No.)
incorporation or organization)
c/o ATLANTIC RICHFIELD COMPANY
515 South Flower Street, Los Angeles, CA 90071
(213) 486-3511
(Address, including zip code, and telephone
number including area code of registrant's
principal executive offices)
____________
Copies to
Diane A. Ward, Esq. Bruce G. Whitmore, Esq.
Senior Counsel - Securities & Finance Senior Vice President, General
Atlantic Richfield Company Counsel and Corporate Secretary
515 South Flower Street Atlantic Richfield Company
Los Angeles, CA 90071 515 South Flower Street
(213) 486-2808 Los Angeles, CA 90071
(213) 486-1774
PART II
Following termination of the offering on June 29, 1998, the
date on which Union Texas Petroleum Holdings, Inc. was merged into
a wholly-owned, privately held subsidiary of Atlantic Richfield
Company, this Post-Effective Amendment No. 1 is being filed to
deregister $175 million of Common Stock, Debt Securities, Preferred
Stock, Depositary Shares, representing Preferred Stock and Warrants
that remained unsold on such date.
Item 16. Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
3 Certificate of Merger
24 Power of Attorney
Item 17. Undertakings
Pursuant to Registrant's undertaking to remove from
registration by means of a post-effective amendment any of the
securities remaining unsold at the termination of the offering,
registrant is filing this Post-Effective Amendment No. 1.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3, and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Los Angeles, State of California on September 30, 1998.
UNION TEXAS PETROLEUM HOLDINGS, INC.
* /s/ MICHAEL E. WILEY
By:_________________________________
Michael E. Wiley
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
*/s/ MICHAEL E. WILEY
___________________________ Chairman of the Board, September 30, 1998
Michael E. Wiley Chief Executive Officer
(Principal executive and Director
officer)
/s/ MARK E. NICHOLLS
___________________________ Senior Vice President, September 30, 1998
Mark E. Nicholls Chief Financial Officer
(Principal financial and Controller
officer and Principal
accounting officer)
*/s/ MARIE L. KNOWLES
____________________________ Director September 30, 1998
Marie L. Knowles
*/s/ DONALD R. VOELTE, JR.
____________________________ Director September 30, 1998
Donald R. Voelte, Jr.
*/s/ WILLIAM E. WADE, JR.
_____________________________ Director September 30, 1998
William E. Wade, Jr.
/s/ MARK E. NICHOLLS
*By________________________
Mark E. Nicholls
Attorney-in-Fact
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