POWER OF ATTORNEY

      Each  of the undersigned directors and officers of Union
Texas   Petroleum  Holdings,  Inc.  (the  "Company"),   hereby
constitutes and appoints 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,  execute  and
file  this registration statement under the Securities Act  of
1933,  as  amended,  and  any  or all  amendments  (including,
without  limitation,  post-effective  amendments),  with   all
exhibits  and any and all documents required to be filed  with
respect  thereto, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact 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.