8-A12B/A

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 As filed with the Securities and Exchange Commission on September 26, 1997.

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 8-A/A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                    UNION TEXAS PETROLEUM HOLDINGS, INC.
           (Exact Name of Registrant as Specified in its Charter)

                DELAWARE                                76-0040040
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

                 1330 Post Oak Boulevard
                      Houston, Texas                              77056
        (Address of Principal Executive Offices)                (Zip Code)

      SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

        Title of each class             Name of each exchange on
        to be so registered             which each class is to be registered

COMMON STOCK PURCHASE RIGHTS            NEW YORK STOCK EXCHANGE
                                                        

        If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A. (c), check the following box. [x]

        If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A. (d), check the following box. []

        Securities Act registration statement file number to which this form
relates: (if applicable)

      SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                    NONE
                              (Title of Class)

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               INFORMATION REQUIRED IN REGISTRATION STATEMENT

        The undersigned registrant hereby amends the Registration Statement on
Form 8-A (the "Form 8-A") dated September 15, 1997 by adding to its Exhibit
List the letter to the Company's stockholders dated September 26, 1997.

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

        On September 12, 1997, the Board of Directors of Union Texas Petroleum
Holdings, Inc. (the "Company"), authorized the issuance of one right (a
"Right") with respect to each outstanding share of voting common stock, par
value of $0.05 ("Common Stock"), of the Company as of the close of business on
September 23, 1997.  The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") dated September 12, 1997, between the
Company and First Chicago Trust Company of New York (the "Rights Agent").

        The description of the Common Stock Purchase Rights contained in Item 1
of the Form 8-A is incorporated herein by reference.

ITEM 2. EXHIBITS.

Exhibit No.     Description of Exhibit

1               Rights Agreement dated as of September 12, 1997 between the
                Company and First Chicago Trust Company of New York, as Rights
                Agent, which includes as EXHIBIT A the Form of Right
                Certificate and as EXHIBIT B the Summary of Rights to Purchase
                Common Stock (previously filed as Exhibit 1 to the Form 8-A,
                and incorporated herein by reference).

2               Summary of Rights to Purchase Common Stock sent to the
                Company's stockholders on September 26, 1997 (previously filed
                as Exhibit B to the Rights Agreement filed as Exhibit 1 to the
                Form 8-A, and incorporated herein by reference).

3               Letter to the Company's stockholders dated September 26, 1997
                announcing the declaration of the Rights.


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                                 SIGNATURES

        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                  UNION TEXAS PETROLEUM HOLDINGS, INC.
                                  
                                  
Date: September 26, 1997          By: /s/ ALAN R. CRAIN, JR.                    
                                     ------------------------------------------
                                     Name:   Alan R. Crain, Jr.
                                     Title:  Vice President and General Counsel 

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                              INDEX TO EXHIBITS





Exhibit No.     Description of Exhibit
             
1               Rights Agreement dated as of September 12, 1997 between the
                Company and First Chicago Trust Company of New York, as Rights
                Agent, which includes as EXHIBIT A the Form of Right
                Certificate and as EXHIBIT B the Summary of Rights to Purchase
                Common Stock (previously filed as Exhibit 1 to the Form 8-A,
                and incorporated herein by reference).

2               Summary of Rights to Purchase Common Stock sent to the
                Company's stockholders on September 26, 1997 (previously filed
                as Exhibit B to the Rights Agreement filed as Exhibit 1 to the
                Form 8-A, and incorporated herein by reference).

3               Letter to the Company's stockholders dated September 26, 1997
                announcing the declaration of the Rights.

EX-3

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                          [UNION TEXAS LETTERHEAD]


                              September 26, 1997


Dear Stockholder:

On September 12, 1997, your Board of Directors adopted a Rights Agreement and
declared a dividend of one Right on each outstanding share of Union Texas
Petroleum Holdings, Inc. ("Union Texas") Common Stock.  The dividend is payable
on September 23, 1997 to the stockholders of record on that date.

These Rights contain provisions to protect stockholders in the event of an
unsolicited attempt to acquire Union Texas, including a gradual accumulation of
shares in the open market, a two-tier tender offer that does not treat all
stockholders equally, a squeeze-out merger and other abusive takeover tactics
which the Board believes are not in the best interests of the stockholders. 
These tactics unfairly pressure the stockholders, squeeze them out of their
investment without giving them any real choice and deprive them of the full
value of their shares.

The Rights will initially trade with shares of Union Texas' Common Stock and
will have no impact on the way in which Union Texas' shares are traded.  There
are no separate certificates or market for the Rights.  The Rights Agreement
does not in any way weaken Union Texas' financial strength or interfere with
its business plans.  The issuance of the Rights have no dilutive effect, will
not affect reported earnings per share and is not taxable to Union Texas or
you.

The Rights Agreement may cause substantial dilution to a person or group that
acquires 15% or more of Union Texas' Common Stock unless the Rights are first
redeemed by the Board of Directors.  Since the Board of Directors can redeem
the Rights at $.001 per Right in cash prior to the date of a public
announcement that a person or group has acquired 15% or more of Union Texas'
stock, the Rights Agreement should not interfere with any merger or other
business combination that is in the best interests of Union Texas and its
stockholders.

Many other public companies have adopted similar plans, indicating widespread
agreement that such plans can help the Board of Directors deflect coercive and
inadequate offers.

A summary of the terms of the Rights Agreement is attached.  The summary is not
complete and is qualified in its entirety by the Rights Agreement relating
thereto, a copy of which can be obtained free of charge from Union Texas
Petroleum Holdings, Inc., 1330 Post Oak Boulevard, Houston, Texas 77056,
Attention: Corporate Secretary.

In adopting the Rights Agreement, the Board is giving you, the stockholders,
every opportunity to participate fully in Union Texas' future.


On behalf of the Board of Directors,


John Whitmire
Chairman & Chief Executive Officer