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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305((b)(2)______

____________

THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)

A National Banking Association 36-0899825
(I.R.S. employer
identification number)

One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)

The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)

Union Texas Petroleum Holdings, Inc. Delaware 76-0040040
Union Texas East Kalimantan Limited The Bahamas N/A
Union Texas Petroleum Energy Corporation Delaware 76-0351014
Union Texas International Corporation Delaware 76-6044301
Union Texas Products Corporation Delaware 76-0040039
Unistar, Inc. Delaware 76-0108150
(Exact name of obligor as specified (State or other (I.R.S. Employer
in its charter) jurisdiction of identification No.)
incorporation or
organization

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

____________

% Senior Notes due 2004
(Title of indenture securities)
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ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C., Federal Deposit
Insurance Corporation Washington, D.C., The Board of Governors
of the Federal Reserve System, Washington, D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF
THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the trustee now in
effect.*

2. A copy of the certificates of authority of the trustee to
commence business.*

3. A copy of the authorization of the Trustee to exercise
corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by Section 321(b) of
the Act.

7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.

8. Not applicable

9. Not applicable

* Exhibit 1, 2, 3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 12 of the Form T-1 of The First National
Bank of Chicago, filed as Exhibit 26 to the Registration Statement on Form S-3
of The CIT Group Holdings, Inc., filed with the Securities and Exchange
Commission of February 16, 1993 (Registration No. 33-58418).
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Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Chicago and State of Illinois, on the 14th day of March, 1994.

The First National Bank of Chicago,
Trustee

By: /s/ STEVEN M. WAGNER
_________________________
Steven M. Wagner
Vice President and
Senior Counsel Corporate
Trust Services Division
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EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED BY
SECTION 321(B) OF THE ACT

March 14, 1994

Securities and Exchange Commission,
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture among Union Texas
Petroleum Holdings, Inc., as Issuer, Union Texas Kalimantan Limited, Union
Texas Petroleum Energy Corporation, Union Texas International Corporation,
Union Texas Products Corporation, and Unistar, Inc., as Guarantors, and The
First National Bank of Chicago, as trustee, the undersigned, in accordance with
Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents
that the reports of examinations of the undersigned, made by Federal or State
Authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request
therefore.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

By: /s/ STEVEN M. WAGNER
_______________________________
Steven M. Wagner
Vice President and Senior Counsel
Corporate Trust Services Division
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EXHIBIT 7

A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining authority.

Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/93 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State, Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1993

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC -- BALANCE SHEET

C400
----------
DOLLAR AMOUNTS BIL MIL
IN THOUSANDS RCFD THOU (-)
--------------------- ------ ---------- -----

ASSETS
1. Cash and balances due from depository institutions (from
Schedule RCA-A):
a. Noninterest-bearing balances and currency and
coin(1)............................................... 0081 3,552,441 1.a.
b. Interest-bearing balances(2).......................... 0071 5,687,085 1.b.
2. Securities (from Schedule RC-B).......................... 0390 470,252 2
3. Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank and
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal Funds sold.................................... 0276 3,985,638 3.a.
b. Securities purchased under agreements to resell....... 0277 880,886 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from
Schedule RC-C)......................................... RCFD 2122 13,308,340 4.a.
b. LESS: Allowance for loan and lease losses............. RCFD 3123 339,885 4.b.
c. LESS: Allocated transfer risk reserve................. RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b and 4.c).............. 2125 12,968,455 4.d.
5. Assets held in trading accounts.......................... 2146 3,109,630 5.
6. Premises and fixed assets (including capitalized
leases).................................................. 2145 497,559 6.
7. Other real estate owned (from Schedule RC-M)............. 7 2150 101,446 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)........................ 2130 6,375 8.
9. Customers' liability to this bank on acceptances
outstanding.............................................. 2155 477,130 9.
10. Intangible assets (from Schedule (RC-M).................. 2143 147,257 10.
11. Other assets (from Schedule RC-F)........................ 2160 2,607,308 11.
12. Total assets (sum of items 1 through 11)................. 2170 34,491,462 12.

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(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held in trading accounts.
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Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/93 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State, Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8

SCHEDULE RC -- CONTINUED

DOLLAR AMOUNTS
IN THOUSANDS BIL MIL THOU
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and
C from Schedule RC-E, part I).......................... RCON 2200 15,870,533 13.a.
(1) Noninterest-bearing(1)............................. RCON 6631 7,494,138 13.a.(1)
(2) Interest-bearing................................... RCON 6636 8,376,395 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs (from Schedule RC-E, part II)................. RCFN 2200 7,254,022 13.b.
(1) Noninterest-bearing................................ RCFN 6631 352,283 13.b.(1)
(2) Interest-bearing................................... RCFN 6636 6,901,739 13.b.(2)
14. Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiares, and in
IBFs:
a. Federal funds purchased............................. RCFD 0278 2,649,907 14.a.
b. Securities sold under agreements to repurchase...... RCFD 0279 171,899 14.b.
15. Demand notes issued to the U.S. Treasury............... RCON 2840 106,087 15.
16. Other borrowed money................................... RCFD 2850 1,782,869 16.
17. Mortgage, indebtedness and obligations under
capitalized leases..................................... RCFD 2910 267,000 17.
18. Bank's liability on acceptance executed and
outstanding............................................ RCFD 2920 477,130 18.
19. Subordinated notes and debentures...................... RCFD 3200 1,175,000 19.
20. Other liabilities (from Schedule RC-G)................. RCFD 2930 2,049,329 20.
21. Total liabilities (sum of items 13 through 20)......... RCFD 2948 31,803,776 21.
22. Limited-Life preferred stock and related surplus....... RCFD 3282 --0-- 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.......... RCFD 3838 --0-- 23.
24. Common stock........................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred
stock)................................................. RCFD 3839 2,254,940 25.
26. a. Undivided profits and capital reserves.............. RCFD 3632 232,478 26.a.
b. LESS: Net unrealized loss on marketable equity
securities.......................................... RCFD 0297 (299) 26.b.
27. Cumulative foreign currency translation adjustments.... RCFD 3284 (889) 27.
28. Total equity capital (sum of items 23 through 27)...... RCFD 3210 2,687,686 28.
29. Total liabilities, limited-life preferred stock, and
equity capital (sum of items 21, 22 and 28)............ RCFD 3300 34,491,462 29.

Memorandum

To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the bank
by independent external auditors as of any date during 1992.................... RCFA 6724 N/A M.1.

1 = Independent audit of the bank conducted in accordance with generally
accepted standards by a certified public accounting firm which submits a
report on the bank

2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)

3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Compilation of the bank's financial statements by external auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.