Exhibit 99.3


                       UNION TEXAS PETROLEUM (LETTERHEAD)
NEWS RELEASE
Contact: Carol L. Cox
         (713) 968-2714

               UNION TEXAS PETROLEUM EXPANDS EXPLORATION INTERESTS
                     IN ITALY'S SOUTHERN APENNINES OIL PLAY

     COMPANY INCREASES LEASEHOLDINGS IN NEW REGION TO OVER 112,000 NET ACRES

       Houston,  October  24,  1996 --  Union  Texas  Petroleum  Holdings,  Inc.
(NYSE:UTH)  today  announced  that  its  wholly-owned  subsidiary,  Union  Texas
Adriatic, Inc., has further expanded its interests in the Southern Apennines oil
play onshore  Southern Italy with agreements to participate in three  additional
exploration  permit areas. With the agreements for the three new permits,  Union
Texas Adriatic will have interests in a total of seven exploration  permit areas
in the Southern Apennines,  which has been attracting  increasing attention from
the petroleum industry and has seen a number of important exploration successes.
       Union Texas Adriatic has agreed to join Triton  Mediterranean Oil and Gas
N.V. and Canada  Northwest  Italiana S.p.A.  in the Masseria di Sole,  Fosso del
Lupo and Valsinni permits.  The Italian government has authorized the assignment
of interests in the permits,  which will result in Union Texas Adriatic having a
25% working interest in each permit.  Union Texas Adriatic's net acreage in each
of the permits will be:  Masseria di Sole,  8,147 acres;  Fosso del Lupo,  9,063
acres;  and  Valsinni,  7,959  acres.  Geological  studies and seismic  work are
expected to begin

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soon on the Masseria di Sole,  Fosso del Lupo and Valsinni  permits and continue
through 1997.
       "These three new permits will increase Union Texas Adriatic's net acreage
position in the Southern Apennines to a total of 112, 194 net acres, up 28% from
our current  leaseholdings  in the area. Union Texas Adriatic is now the largest
leaseholder in the Southern  Apennines among  U.S.-based oil and gas companies,"
said Chairman and CEO John Whitmire.
       "We are very excited to expand our  interests in the Southern  Apennines,
which has seen  increased  activity  by the  petroleum  industry  as a result of
technological  improvements,  seismic  work and the  discovery of at least three
significant oil fields.  Interest from the petroleum  industry,  especially from
European oil and gas companies,  also has grown due to a proposed  pipeline that
is expected to be in  operation by late 1997 or 1998 and will link oil fields in
the area to a refinery on the Gulf of Taranto.  Union Texas' substantial acreage
position in the Southern  Apennines  provides  our company and our  shareholders
with increased exploration opportunities in this highly prospective area for the
next  several  years.  Our  activity in the  Southern  Apennines is an excellent
example of the type of new exploration  venture that we are actively  seeking to
provide enhanced value to our shareholders," said Whitmire.
       Along with  interests in the three new permits,  Union Texas Adriatic has
interests in the Serra Corneta, Tempa dei Mercanti, Forenza and Baragiano permit
areas in the same region.  Union Texas  Adriatic is  participating  in the Monte
Foi-1

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exploration  well that is currently being drilled on the Baragiano  permit.  The
well,  which began  drilling  in May 1996,  is expected to be drilled to a total
depth of about  20,670 feet (6,300  meters) and to take up to 12 months to drill
and evaluate.  Geological reconnaissance and acquisition of seismic data for the
Serra Corneta,  Tempa dei Mercanti and Forenza permit areas are currently  under
way. Earlier in 1996, Union Texas Adriatic increased its working interest in the
Serra Corneta permit, which it operates,  from 42% to 82%. "By 1998, our goal is
to participate in two to three high-potential  exploration wells annually in the
Southern Apennines region," said Whitmire.
       Union  Texas  Adriatic  has also  filed  applications  with  the  Italian
government for additional exploration permit areas.

       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.
Union Texas celebrated its 100th anniversary in January 1996.

       This news release contains forward-looking  statements within the meaning
of the Securities  Litigation  Reform Act that involve risks and  uncertainties,
including price volatility,  development,  operational and implementation risks,
and  other  factors  described  from  time  to time  in the  company's  publicly
available SEC reports, which could cause actual results to differ materially.

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