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                                                                     EXHIBIT 15


                   INDEPENDENT ACCOUNTANTS' AWARENESS LETTER



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sirs:

We are aware that Union Texas  Petroleum  Holdings,  Inc. has  included our
report dated April 23, 1996 (issued  pursuant to the  provisions  of  Statement
on  Auditing  Standards  No.  71) in the  prospectuses  constituting  part of
the  following registration statements:

    Registration Statement on Form S-8 (No. 33-26105) filed on December 21, 1988
    Registration Statement on Form S-8 (No. 33-13575) filed on April 29, 1991
    Registration Statement on Form S-8 (No. 33-21684) filed on April 29, 1991
    Registration Statement on Form S-8 (No. 33-44045) filed on November 19, 1991
    Registration Statement on Form S-8 (No. 33-64928) filed on June 24, 1993
    Registration Statement on Form S-8 (No. 33-59213) filed on May 10, 1995
    Registration Statement on Form S-3 (No. 33-64049) filed on November 7, 1995

We are also aware of our responsibilities under the Securities Act of 1933.

Yours very truly,



Price Waterhouse LLP
Houston, Texas
April 23, 1996

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