Registration No. 333-30811
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
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)
UNION TEXAS PETROLEUM DEFERRED COMPENSATION PLAN
(Full title of the plan)
____________
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 Common Stock that remained unsold at such
date under the Union Texas Petroleum Deferred Compensation Plan.
Item 8. Exhibits
Exhibit No. Description of Exhibit
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3 Certificate of Merger
24 Power of Attorney
Item 9. 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-8 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 the 30th day of
September, 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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PLAN SIGNATURE
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit
plan) have duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston, State of Texas, on this 7th day of October,
1998.
UNION TEXAS PETROLEUM
DEFERRED COMPENSATION PLAN
/s/ ALAN R. CRAIN, JR.
By:__________________________
Alan R. Crain, Jr.
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