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                                                 EXHIBIT 99.3

                     UNION TEXAS PETROLEUM
                          (LETTERHEAD)

NEWS RELEASE

Contact:    Carol L. Cox
            (713) 968-2714

         UNION TEXAS UPDATES OPERATIONS ACTIVITIES AT
           WARBURG OIL AND GAS CONFERENCE IN LONDON


     Houston, June 28, 1995 -- Union Texas Petroleum Holdings,
Inc. Senior Vice President Art Peabody updated analysts and
portfolio managers on the independent oil and gas company's
worldwide operations during a presentation at the S. G.
Warburg International Oil and Gas Conference held in London
today, June 28, 1995.

     During his presentation, Peabody discussed Union Texas'
core producing operations in the U.K. North Sea, Indonesia
and Pakistan.  As part of his review of the company's U.K.
North Sea operations, Peabody reviewed Union Texas' recent
announcement that it will acquire a 15.5% working interest in
the Alba oil field for $270 million from Oryx U.K. Energy
Company.  Closing is expected in the third quarter of 1995. 
The Alba acquisition follows Union Texas' 1994 purchase of a
9.42% unit interest in the U.K. North Sea's Britannia gas
field, a portion of which the Alba property overlies.

     In an update on the company's new ventures exploration
program, Peabody said an exploration well had begun drilling
on June 1 on the Ramla block offshore Tunisia, in which Union
Texas has a 50% working interest and serves as operator.  On
June 10, exploration drilling was initiated on a prospect in
the St. George's Channel offshore southeastern Ireland, where
Union Texas holds a 25% working interest.

     In Eastern Indonesia, a drilling rig is on location for
the initial well on the Kai-Tanimbar-Rebi blocks, where Union
Texas  has a 33.3% working interest and is operator.  Beginning
in July, Union Texas will participate in a two-well exploration
drilling program on Block 04.2 in the South Con Son basin
offshore Vietnam, in which Union Texas has a 25% working
interest.

     Mr. Peabody also said that the company's second 1995
exploration well on its offshore Argentina concession was

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unsuccessful.  Located on the western portion of the Cuenca
Colorado Marina block, the Estrella well recovered samples of
good quality source rock, but did not encounter good quality
reservoir.  Union Texas, which operates the venture and has a
50% working interest, expects to conduct extensive seismic work
on the block during late 1995 and early 1996 to identify
potential future drilling targets.

     In early 1995, Union Texas, with a 22% working interest,
participated in additional exploration drilling in the Western
Colville area in Alaska's North Slope.  Mr. Peabody said the
Colville area holds strong potential and that an active program
is planned in 1996.

     One of the largest independent producers located in the
U.S., Houston-based Union Texas Petroleum Holdings, Inc.
(NYSE: UTH) explores for and produces oil and gas overseas
primarily in the U.K. North Sea, Indonesia and other strategic
areas.  The company has petrochemical operations in Louisiana.



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