SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549

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                          FORM 8-K

                        CURRENT REPORT
               PURSUANT TO SECTION 13 OR 15 (d) OF
             THE SECURITIES AND EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): December 18,
1995


              UNION TEXAS PETROLEUM HOLDINGS, INC.
      (Exact name of registrant as specified in its charter)


     Delaware               1-9019              76-0040040
   (State or other       (Commission         (I.R.S. Employer
    jurisdiction         File Number)       Identification No.)
   of incorporation)


          1330 Post Oak Boulevard, Houston, Texas  77056
        (Address of principal executive offices)  (Zip Code)


Registrant's telephone number, including area code (713) 623-6544

 2

Item 5.     Other Events.
            ------------

     The information set forth in the press release of
the registrant dated December 15, 1995, which is filed
as an exhibit hereto, is incorporated herein by
reference.





Item 7.     Financial Statements and Exhibits.
            ---------------------------------

            (c)     Exhibits:

Exhibit
Number               Description
- ------               -----------

99.1         Press release dated December 15, 1995

 3

                         Signature

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                              UNION TEXAS PETROLEUM
                                 HOLDINGS, INC.

                              By:  /s/ NEWTON W. WILSON, III
                                   --------------------------
                                       NEWTON W. WILSON, III
                                          General Counsel,
                                   Vice President-Administration
                                          and Secretary

Date:   December 18, 1995

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                      INDEX TO EXHIBITS

Exhibit
Number                        Description
- ------                        -----------

99.1         Press release dated December 15, 1995