<PAGE> 1
Rule 424(b)(2)
File No. 1(9019)
Registration Statement No. 33-64049
Pricing Supplement No.: 3 dated: November 14, 1995
(To Prospectus dated: November 13, 1995 and Prospectus Supplement dated:
November 13, 1995)
UNION TEXAS PETROLEUM HOLDINGS, INC.
MEDIUM-TERM NOTES - FIXED RATE SENIOR NOTES CUSIP No. 90864P AA 8
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------------------------
Trade Date: November 14, 1995 Interest Rate: 6.70%
Principal Amount: $10,000,000.00 Interest Payment Date(s): June 15 and December 15
Currency: U.S. dollars Regular Record Date(s): June 1 and December 1
Issue Price: 100% Maturity Date: November 18, 2002
Selling Agent's Commission: .60% (60 basis points) Original Issue Date: November 17, 1995
Net Proceeds to Issuer: $9,940,000.00
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
FORM: __X__ Book-Entry
_____ Certificated
REDEMPTION: The Notes will be redeemable by the Company at any time prior to
Maturity with a Make-Whole Premium, unless one of the below is
checked:
____ The Notes cannot be redeemed prior to maturity
____ The Notes may be redeemed prior to maturity without
a Make-Whole Premium
Redemption Commencement Date: N/A
Initial Redemption Percentage: N/A
Annual Redemption Percentage Reduction: N/A
REPAYMENT: __X__ The Notes cannot be repaid prior to maturity
_____ The Notes can be repaid prior to maturity at the option of
the holder
Optional Repayment Price: N/A
Optional Repayment Date: N/A
DISCOUNT NOTE: __X__ No
_____ Yes
Total Amount of OID: N/A
Original Yield to Maturity: N/A
Initial Accrual Period OID: N/A
Method Used to Determine Yield for Initial Accrual
Period: N/A Approximate N/A Exact
----- ---
OPTION TO RESET INTEREST: __X__ No
_____ Yes, at the option of the Company
Optional Reset Date(s): N/A
OPTION TO EXTEND MATURITY: __X__ No
_____ Yes, at the option of the Company
Extension Period(s): N/A
Number of Extension Periods: N/A
Final Maturity: N/A
INDEXED NOTE: __X__ No _____ Yes (see additional terms attached)
AMORTIZING NOTE: __X__ No _____ Yes (see additional terms attached)
CAPACITY: __X__ Agent _____ Principal
IF AS PRINCIPAL: _____ The Notes are being offered at varying prices related
to prevailing market prices at the time of resale.
_____ The Notes are being offered at a fixed initial public
offering price of _N/A_% of Principal Amount. The
Notes are being reoffered to dealers with a reallowance
not to exceed _N/A_% of the Commission or Fee.
ADDITIONAL TERMS: N/A
"N/A" means not applicable.
UBS SECURITIES INC.
