SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                         ------------------------------

                                    FORM 8-K

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

                        ---------------------------------

        Date of Report (Date of earliest event reported): August 20, 1996

                      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








Item 5.   OTHER EVENTS.

          Press Releases.  The information set forth in the press release of the
registrant  dated  July  24,  1996,  which is filed  as an  exhibit  hereto,  is
incorporated herein by reference.

          Voluntary  Retirement  Program.  From  September 1 through  October 1,
1996, Union Texas Petroleum Holdings,  Inc. and its subsidiaries (the "Company")
are offering a Voluntary Retirement Program to 77 of its 1,100 employees who are
either nearing  retirement  eligibility or are already eligible,  providing such
employees  the  opportunity  to retire with enhanced  benefits.  This program is
being offered to Houston-based employees who, as of October 31, 1996, are salary
grade 14 or below, are at least age 48, have five or more years of service,  and
are  either  already  eligible  for  retirement  or are  within  three  years of
retirement  eligibility.  The  program  is not being  offered  to the  Company's
officers  and senior  level  employees.  The actual cost of the program  will be
included as a charge to the Company's 1996 third quarter  earnings.  The Company
does not believe  that such charge will have a material  impact on its full year
earnings.  There  are no  plans  to  follow  this  program  with an  involuntary
termination  program. The Company will continue to examine manpower needs in the
future and make adjustments as necessary.

          Stock  Repurchase  Program.  On April 27, 1994, the Company's Board of
Directors  authorized the repurchase of up to 2,000,000  shares of the Company's
common stock and pursuant thereto, the Company has repurchased  1,601,236 shares
as of August 16, 1996. Of this total, 655,000 shares have been repurchased since
July 1, 1996. For more  information,  see the Company's  previously filed public
reports.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS.

                  (c) Exhibit:


Exhibit
Number            Description
- ------            -----------
99.1              Press release dated July 24, 1996







                                    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/ Alan R. Crain, Jr.
                                    Alan R. Crain, Jr.
                                    Vice President and General Counsel


Date: August 20, 1996







                                INDEX TO EXHIBITS



Exhibit
Number            Description
- ------            -----------
99.1              Press release dated July 24, 1996