EXHIBIT 24

                      POWER OF ATTORNEY

     We the undersigned, directors and officers of Union Texas
Petroleum  Holdings, Inc. (the "Company"), do hereby severally
constitute  and appoint Terry G. Dallas and Mark  E.  Nicholls
and  both or either of them, our true and lawful attorneys-in-
fact   and  agents,  with  full  power  of  substitution   and
resubstitution, for him or her and in his or her  name,  place
and  stead,  in any and all capacities, to sign  any  and  all
amendments or post-effective amendments or supplements to this
Registration Statement and any Registration Statement relating
to  any  offering made pursuant to this Registration Statement
that  is  to be effective upon filing pursuant to Rule  462(b)
under  the  Securities Act of 1933, and to file the same  with
all  exhibits  thereto, and all other documents in  connection
therewith,   with  the  Securities  and  Exchange  Commission,
granting unto said attorneys and agents, and both or either of
them,  full  power  and authority to do and perform  each  and
every  act  and thing requisite and necessary to be  done,  as
fully  to all intents and purposes as he or she might or could
do  in  person, hereby ratifying and confirming all that  said
attorneys-in-fact and agents, and both of them, or his or  her
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

        Signature                 Title                    Date
        ---------                 -----                    ----

 /s/ MICHAEL E. WILEY
_______________________    Chairman of the Board,    September 22, 1998
   Michael E. Wiley        Chief Executive Officer
 (Principal executive      and Director
       officer)        


  /s/ MARK E. NICHOLLS
_______________________    Senior Vice President,    September 22, 1998
    Mark E. Nicholls       Chief Financial Officer
 (Principal financial      and Controller
 officer and Principal    
  accounting officer)      


 /s/ MARIE L. KNOWLES
_______________________    Director                  September 22, 1998
    Marie L. Knowles


/s/ DONALD R. VOELTE, JR.
_______________________    Director                  September 22, 1998
 Donald R. Voelte, Jr.


/s/ WILLIAM E. WADE, JR.
_______________________    Director                  September 22, 1998
  William E. Wade, Jr.