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): May 7, 1997

                      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
releases of the registrant dated May 1, 1997 and May 7, 1997, which are filed as
exhibits hereto, are incorporated herein by reference.

                  The press releases contain  forward-looking  statements within
the meaning of and in reliance upon the "safe harbor"  provisions of the Private
Securities  Litigation Reform Act, as set forth in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended,  that involve risks and  uncertainties,  including price volatility,
exploration, development, operational, implementation, marketing and opportunity
risks,  and  other  factors  described  from  time to  time in the  registrant's
publicly  available  SEC  reports,  which could cause  actual  results to differ
materially.

Item 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (c) Exhibits:


Exhibit
Number            Description

99.1              Press release dated May 1, 1997
99.2              Press release dated May 7, 1997








                                    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: May 7, 1997








                                INDEX TO EXHIBITS



Exhibit
Number            Description

99.1              Press release dated May 1, 1997

99.2              Press release dated May 7, 1997