BANKERS TRUST NEW YORK CORP
SC 13G/A, 1996-02-27
STATE COMMERCIAL BANKS
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BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York  10006




Damian P. Reitemeyer               Mailing Address:
Vice President                     P.O. Box 318
Telephone:  212-250-4599           Church Street Station
                                   New York, NY  10008



                                   February 14, 1996





Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC  20549
Attn:  Filing Desk


Dear Sirs:

     Re:  Filing of Schedule 13G on
     Union Texas Petro Holdings  Inc.


Pursuant to Rule 13d-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, the following is
one copy of the Schedule 13G with respect to the common
stock of the above referenced corporation.

Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.

                         Sincerely,

                         Damian P. Reitemeyer
Enclosures



             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549


                        SCHEDULE 13G


          Under the Securities Exchange Act of 1934
                      (Amendment No. 1 )*

               Union Texas Petro Holdings Inc.
             __________________________________
                       NAME OF ISSUER:
                Common Stock, $0.05 par value
           ______________________________________
                TITLE OF CLASS OF SECURITIES
                          90864010
           _______________________________________
                        CUSIP NUMBER


Check the following box if a fee is being paid with this
statement [ ].  (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior
cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).


              (Continued on following page(s))

CUSIP No.  90864010                     Page 1 of 7 Pages


1.NAME OF REPORTING PERSON
  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Bankers Trust New York Corporation, its wholly owned
subsidiary, Bankers Trust Company (as Trustee for various
trusts and employee benefit plans, and investment advisor),
and its indirect wholly-owned subsidiaries Bankers Trust
International PLC and BT Variable. 13-6180473

2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
          (A)  [ ]
          (B)  [ ]

3.SEC USE ONLY

4.CITIZENSHIP OR PLACE OF ORGANIZATION

Bankers Trust New York Corporation, Bankers Trust Company
and BT Variable are New York corporations.  Bankers Trust
International is a London corporation.

NUMBER OF     5. SOLE VOTING POWER

SHARES

BENEFICIALLY   6. SHARED VOTING POWER

OWNED BY

EACH         7. SOLE DISPOSITIVE POWER

REPORTING

PERSON        8. SHARED DISPOSITIVE POWER

WITH

9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
    PERSON

10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
     CERTAIN SHARES *

11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


 CUSIP No.  90864010               Page 2 of 6 Pages


12.TYPE OF REPORTING PERSON *
     Bankers Trust New York Corporation - HC
     Bankers Trust Company & Bankers Trust International- BK
     BT Variable, Inc. - IC


 CUSIP No.  90864010                Page 3 of 6 Pages
                           

Item 1(a)      NAME OF ISSUER:

               Union Texas Petro Holdings Inc.
                              
Item 1(b)      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
                     1330 Post Oak Blvd.
                   Houston, TX 77252-2120
                              
Item 2(a)      NAME OF PERSON FILING:

          Bankers Trust New York Corporation, and its wholly-
          owned subsidiary, Bankers Trust Company(as Trustee
          for various trusts and employee benefit plans, and
          investment advisor), and its indirect wholly-owned
          subsidiaries Bankers Trust International, PLC.,
          and BT Variable, Inc.

Item 2(b)      ADDRESS OF PRINCIPAL BUSINESS OFFICE:

          280 Park Avenue New York, New York  10017.

Item 2(c)      CITIZENSHIP:

          Bankers Trust New York Corporation, Bankers Trust
          Company (as Trustee for various trusts and
          employee benefit plans, and investment advisor),
          and BT Variable, Inc. are incorporated in the
          State of New York with its principal business
          office located in New York. Bankers Trust
          International, PLC, is incorporated in England
          with its principal business office located in
          London.

Item 2(d)    TITLE OF CLASS OF SECURITIES:

          Common stock ($0.05 par value) of Union Texas
          Petro Holdings Inc.

Item 2(e)    CUSIP NUMBER:

          90864010

CUSIP No. 90864010                      Page 4 of 6 Pages


Item 3       THE PERSON FILING IS A:

          For Bankers Trust New York Corporation,

     (g)  [X] Parent Holding Company, in accordance with
                 Section 240.13d-1(b)(ii)(G)

          For Bankers Trust Company and Bankers Trust
          International, PLC

     (b)  [X] Bank as defined in section 3(a)(6) of the Act.

          For BT Variable, Inc.

     (c)  [X] Insurance Company as defined in Section 3(a)
          (19) of the Act.

Item 4         OWNERSHIP:

     (a)  Amount Beneficially Owned:
     
     
     (b) PERCENT OF CLASS:

     (c)  Number of shares as to which the Bank has:
            (i)  sole power to vote or to direct the
                  vote -

           (ii)  shared power to vote or to direct the
                  vote -
        
          (iii)  sole power to dispose or to direct the
                  disposition of -

           (iv)  shared power to dispose or to direct
                   the disposition of -


Item 5    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
          [X]

Item 6    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
          ANOTHER PERSON:

          Not applicable

Item 7    IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
          See Item 3 above.

CUSIP No.90864010                       Page 5 of 6 Pages


Item 8    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
                    Not Applicable.

Item 9    NOTICE OF DISSOLUTION OF GROUP:
                    Not Applicable


CUSIP No. 90864010                      Page 6 of 6 Pages


Item 10   CERTIFICATION:

                   Not applicable

SIGNATURE:

          After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.

Date:     as of December 31, 1995


     Bankers Trust New York Corp.

     /s/James T. Byrne, Jr.
     James T. Byrne, Jr.
     Secretary



                      EXHIBIT TO ITEM 7

The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown below:


             Bankers Trust New York Corporation
                              
                              |
                            100%
                              |
                              
                     Bankers Trust Company


                      EXHIBIT TO ITEM 7

The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust International PLC  is shown
below:


             Bankers Trust New York Corporation
                              
                              |
                            100%
                              |
                              
                    Bankers Trust Company
                              
                              |
                            100%
                              |
                              
              Bankers International Corporation
                              
                              |
                            100%
                              |
                              
                BT Holdings (Europe) Limited
                              
                              |
                            100%
                              |
                              
             Bankers Trust Holdings (UK) Limited
                              
                              |
                            100%
                              |
                              
                Bankers Trust Investments PLC
                              
                              |
                            100%
                              |
                              
               Bankers Trust International PLC
                              
                              
                      EXHIBIT TO ITEM 7

The chain of ownership from Bankers Trust New York
Corporation to BT Variable, Inc. is shown below:


             Bankers Trust New York Corporation
                              
                              |
                            100%
                              |
                              
                    Bankers Trust Company
                              
                              |
                            100%
                              |
                              
                  Whitewood Properties Corp
                              
                              |
                            100%
                              |
                              
                      BT Variable, Inc.






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