UNION TEXAS PETROLEUM HOLDINGS INC
8-K, 1997-05-07
CRUDE PETROLEUM & NATURAL GAS
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                       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): May 7, 1997

                      UNION TEXAS PETROLEUM HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)


<TABLE>
<S>                                         <C>                                   <C>    

Delaware                                    1-9019                                    76-0040040
(State or other                             (Commission                            (I.R.S. Employer
 jurisdiction                               File Number)                           Identification No.)
 of incorporation)
</TABLE>


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


         Registrant's telephone number, including area code (713) 623-6544





<PAGE>



Item 5.           OTHER EVENTS.

                  Press  Releases.  The  information  set  forth  in  the  press
releases of the registrant dated May 1, 1997 and May 7, 1997, which are filed as
exhibits hereto, are incorporated herein by reference.

                  The press releases contain  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, implementation, marketing 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.

Item 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (c) Exhibits:


Exhibit
Number            Description

99.1              Press release dated May 1, 1997
99.2              Press release dated May 7, 1997




<PAGE>



                                    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: May 7, 1997




<PAGE>



                                INDEX TO EXHIBITS



Exhibit
Number            Description

99.1              Press release dated May 1, 1997

99.2              Press release dated May 7, 1997




                                                               Exhibit 99.1

                                                          


- --------------------------------------------------------------------------------
                                                                 News Release
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED] Union Texas Petroleum               1330 Post Oak Boulevard
                                                      P.O. Box 2120
                                                      Houston, Texas 77252-2120
                                                      (713)623-6544     



          UNION TEXAS PETROLEUM TO JOIN EXPLORATION VENTURE IN ALGERIA
                         


Contact:      Carol Cox
              713-968-2714

           Houston,  May 1, 1997 -- Union Texas Petroleum Holdings,  Inc. (NYSE:
UTH) today  announced that a wholly-owned  subsidiary has agreed in principle to
acquire a 30% working  interest in an exploration  joint venture in the Ghadames
Basin in Algeria. Definitive agreements are being prepared.
           Union Texas is  acquiring  its interest in two blocks in the Ghadames
Basin  from  Phillips  Petroleum  Company  Algeria,  a  subsidiary  of  Phillips
Petroleum Company,  which serves as operator and holds the remaining 70% working
interest.  Terms of the  acquisition,  which are subject to final approvals from
the Algerian Ministry of Energy, were not disclosed.
           The Bordj Messouda  Blocks 406B and 209 comprise a total of about 1.5
million  acres and are  located in  southeastern  Algeria.  Approximately  1,570
kilometers  of 2-D  seismic  data over the two blocks  have been  acquired.  The
venture plans to begin drilling the first of two exploratory  wells in the third
quarter of 1997.
           "This joint venture in the Bordj  Messouda  Blocks offers Union Texas
an outstanding opportunity to enter a high-quality exploration play in Algeria,"
said Union Texas Chairman and CEO John Whitmire. "Over the past several years, a
number  of very  significant  oil  discoveries  have  been  made in this  highly
prolific  area in  Algeria.  We  believe  this area holds  superior  exploration
potential and we are excited to join this venture."
           The  Bordj  Messouda   joint  venture   represents  the  seventh  new
exploration  venture that Union Texas has joined  since early 1997.  In previous
announcements,  Union  Texas has  reported  that it is joining  new  ventures in
China, Yemen, Jordan, Bolivia, Greece and Papua New Guinea.
           Union Texas also reported  today that it has received  final approval
from the  Natural  Resources  Authority  of the  Hashemite  Kingdom of Jordan to
acquire a 50% working interest from a subsidiary of Anadarko  Petroleum Corp. in
an oil and gas production-sharing contract in Jordan.


<PAGE>



Two  stratigraphic  test wells are planned to be drilled in 1997 to evaluate the
area's  stratigraphic  column and  confirm the  presence of a working  petroleum
system.
           Union  Texas  also  is  pursuing  other  high-potential   exploration
ventures to further  expand its  exploration  portfolio.  The  company  plans to
participate in 25 to 30  exploration  wells during 1997,  including  exploration
programs  at its  producing  ventures  in the  U.K.  North  Sea,  Indonesia  and
Pakistan, up from 13 exploration wells in 1996.
           One  of the  largest  independent  producers  located  in  the  U.S.,
Houston-based Union Texas Petroleum  Holdings,  Inc. (NYSE:UTH) explores for and
produces oil and gas overseas  primarily in the U.K.  North Sea,  Indonesia  and
other strategic areas. The company has petrochemical operations in Louisiana.
           This news  release  contains  forward-looking  statements  within the
meaning  of  the  Securities  Litigation  Reform  Act  that  involve  risks  and
uncertainties,    including    exploration,    development,    operational   and
implementation  risks,  and  other  factors  described  from time to time in the
company's  publicly  available SEC reports,  which could cause actual results to
differ materially.
                                      # # #

For additional information, contact:
Carol Cox, media                          John Zimmerman, analysts and investors
713-968-2714                              713-968-2740

A map of the Bordj  Messouda  Blocks is  available  by  contacting  Union  Texas
Petroleum at (713) 968-2716.






                                                                 Exhibit 99.2
                                                          


- --------------------------------------------------------------------------------
                                                                 News Release
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED] Union Texas Petroleum               1330 Post Oak Boulevard
                                                      P.O. Box 2120
                                                      Houston, Texas 77252-2120
                                                      (713)623-6544     



               UNION TEXAS PETROLEUM AND OMAN OIL COMPANY FORM NEW
                    EXPLORATION VENTURE ONSHORE KAZAKSTAN AND
                             OFFSHORE IN CASPIAN SEA

Contact:           Carol Cox
                   713-968-2714


           Houston,  May 7, 1997 -- Union Texas Petroleum Holdings,  Inc. (NYSE:
UTH) today announced that it has signed  agreements to form a joint venture with
Oman Oil Company Limited to explore for, develop and produce oil and gas onshore
Kazakstan and offshore in the Kazakstan sector of the Caspian Sea.
           Union  Texas will serve as operator of the new venture and will own a
75% interest.  Oman Oil, a state-owned project development company of Oman, will
retain a 25% interest. Terms of the agreements were not disclosed.
           The venture will conduct exploration activities on two onshore blocks
in the  Atyrau  region of  Kazakstan.  Known as Blocks A and E, the  tracts  are
located north of the Tengiz oil field in northwestern Kazakstan. Block E borders
the Caspian Sea. The two tracts cover a total of about 4 million  acres  (16,000
square  kilometers).  The venture  expects to acquire  about 1,245 miles  (2,000
kilometers)  of seismic  data over Blocks A and E during 1997 and 1998 and plans
to drill two exploration  wells in 1999. The venture has budgeted  approximately
$11 million gross for seismic and other exploration activities during 1997.
           The Union Texas and Oman Oil joint venture has preferential rights to
select two offshore  blocks in the unexplored but highly  prospective  Kazakstan
sector of the  Caspian  Sea.  The  Republic  of  Kazakstan  plans to divide  the
offshore sector into  approximately  200 blocks  encompassing a total of 103,000
square  kilometers.  The Union Texas and Oman Oil joint venture has the right to
make the 15th and 16th offshore block  selections,  respectively,  following the
Kazakstancaspishelf  Consortium  members' selections of the first 14 blocks. The
Union Texas and Oman Oil joint venture will have the same terms for the offshore
blocks as the consortium members.  The offshore block selections are expected to
take place  during  1997's  third  quarter.  The  Republic of  Kazakstan is then
anticipated to offer the remaining  offshore  acreage via an  international  bid
tender.



<PAGE>



           Union Texas has opened an office in Almaty, the capital of Kazakstan.
John W. J. Hardy,  who recently  directed Union Texas' U.K. North Sea operations
from its London offices, serves as President of the new venture in Kazakstan.
           "This joint venture with Oman Oil Company marks a major  milestone in
Union Texas' strategy to expand our operations and create a significant new core
oil and gas asset," said Union Texas  Chairman and CEO John  Whitmire.  "Central
Asia  offers  unparalleled  opportunities  to  add  world-class  production  and
reserves.  This  opportunity  gives  us  access  to one of the  early  Kazakstan
production-sharing  contracts  with  attractive  fiscal terms.  We are extremely
pleased  to have this  opportunity  to work with Oman Oil in  Kazakstan  and the
Caspian Sea and look forward to beginning an aggressive exploration program this
year."
           A spokesman for Oman Oil commented,  "We are very happy to enter into
a  long-term  partnership  with  Union  Texas,  which  is  one  of  the  largest
independent  oil and gas  companies  and has over forty  years of  international
experience. Union Texas is a long-term partner of choice, financially strong and
a low-cost operator."
           One  of the  largest  independent  producers  located  in  the  U.S.,
Houston-based Union Texas Petroleum  Holdings,  Inc. (NYSE:UTH) explores for and
produces oil and gas overseas  primarily in the U.K.  North Sea,  Indonesia  and
other strategic areas. The company has petrochemical operations in Louisiana.
           This news  release  contains  forward-looking  statements  within the
meaning  of  the  Securities  Litigation  Reform  Act  that  involve  risks  and
uncertainties,  including exploration,  development,  operational, marketing and
implementation  risks,  and  other  factors  described  from time to time in the
company's  publicly  available SEC reports,  which could cause actual results to
differ materially.
                                      # # #

For additional information, contact:
Carol Cox, media                          John Zimmerman, analysts and investors
713-968-2714                              713-968-2740

A map is available by contacting Union Texas Petroleum at 713-968-2716.



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