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 12, 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 9, 1997 and May 12, 1997,  which are filed as exhibits
hereto, are incorporated herein by reference.

           The  press  release  dated  May  12,  1997  contains  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
and  implementation  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 9, 1997
99.2              Press release dated May 12, 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 12, 1997






                                INDEX TO EXHIBITS



Exhibit
Number   Description

99.1              Press release dated May 9, 1997

99.2              Press release dated May 12, 1997