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                                  UNITED STATES

                       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): April 23, 1998

                      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 of             File Number)             Identification No.)
      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



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Item 5. OTHER EVENTS.

     Azerbaijan. Union Texas Lok Batan Limited, an indirect subsidiary of the
Registrant, has entered into an agreement with BMB Oil, Inc. to acquire 75% of
BMB's interest in a production sharing agreement with the State Oil Company of
the Azerbaijan Republic. Union Texas will serve as operator of the enhanced oil
recovery project and onshore exploration program. The concession area, known as
the West Apsheron block, totals approximately 225,000 acres and is located 30
miles west of Baku, the capital of Azerbaijan. Union Texas will provide
technology and expertise to reestablish production from existing fields in the
West Apsheron block. The venture plans to drill three wells in these fields in
1998 and also expects to initiate an exploration program by evaluating several
leads and prospects beginning in late 1998. Initial reserve bookings are not
anticipated until the work program is well underway. The Registrant is also
pursuing additional opportunities in Azerbaijan.

     Exploration. The exploratory well drilled on the Ramla block offshore
Tunisia was unsuccessful. The related expenses were included in the first
quarter of the 1998 financial statements.

     Press Release. The information set forth in the press release of the
Registrant dated April 23, 1998, which is filed as an exhibit hereto, is
incorporated herein by reference.

     This Current Report 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, marketing, reserve estimates,
implementation 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.

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Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits:


Exhibit
Number      Description
- ---------   --------------

99.1        Press release



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                                    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:  April 23, 1998
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                                INDEX TO EXHIBITS



Exhibit
Number      Description
- ---------   --------------


99.1        Press release