PART I
Item 1.  Business

General

     Unimar Company (the Company) was organized as a general
partnership in 1984 under the Texas Uniform Partnership Act.  The
partners are LASMO (Ustar), Inc. (Ustar), a Delaware corporation
and an indirect, wholly owned subsidiary of LASMO plc (LASMO), a
public limited company organized under the laws of England, and
Unistar, Inc. (Unistar), a Delaware corporation and a direct
subsidiary of Union Texas Petroleum Holdings, Inc. (UTPH), a
publicly-traded Delaware corporation.  

     The Company's sole business is its ownership of ENSTAR
Corporation (ENSTAR) which, through its wholly-owned subsidiaries,
Virginia International Company (INTERNATIONAL) and Virginia
Indonesia Company (VICO), has a 23.125 percent working interest in,
and is the operator of, a joint venture (the Joint Venture) for the
exploration, development and production of oil and natural gas
(gas) in East Kalimantan, Indonesia, under a production sharing
contract (Production Sharing Contract or PSC) with Perusahaan
Pertambangan Minyak Dan Gas Bumi Negara (Pertamina), the state
petroleum enterprise of the Republic of Indonesia.  The majority of
the revenue derived from the Joint Venture results from the sale of
liquefied natural gas (LNG).  Currently, the LNG is sold to utility
and industrial companies in Japan, Taiwan and South Korea.  See
"The Joint Venture" below.

     Effective April 1, 1996, the principal executive offices of
the Company will move to 1221 McKinney, Suite 700, Houston, Texas 
77010-2015 and its telephone number will be (713) 754-6650.  A
Management Board consisting of six members, three appointed by each
partner, exercises management, budgeting and financial control of
the Company.  As of December 31, 1995, VICO, in its capacity as the
Joint Venture operator, had approximately 2,000 employees in the
United States and Indonesia.  The Company presently does not have
any other employees.  All aspects of the Company's business that
are not associated with the management of the Joint Venture, such
as operations, legal, accounting, tax and other management
functions, are supplied either by VICO or employees of the partners
in accordance with management agreements.

     The Company can give no assurance as to the future trend of
its business and earnings, or as to future events and developments
that could affect the Company in particular or the oil industry in
general.  These include such matters as environmental quality
control standards, new discoveries of hydrocarbons, and the demand
for petroleum products.  Furthermore, the Company's business could
be materially affected by future events including price changes or
controls, payment delays, increased expenditures, legislation and
regulations affecting the Company's business, expropriation of
assets, renegotiation of contracts with foreign governments,
political instability, currency exchange and repatriation losses,
taxes, litigation, the competitive environment, and international
economic and political developments including actions of members of
the Organization of Petroleum Exporting Countries (OPEC).  See Item
7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Description of the Company's Indonesian Participating Units

     (a)  Market information.  The Company's Indonesian
Participating Units (IPUs) are listed for trading on the American
Stock Exchange under the symbol "UMR."  The following table shows
the reported high and low sales prices of the IPUs on a quarterly
basis:

                INDONESIAN PARTICIPATING UNITS' PRICE RANGE

         First Qtr.     Second Qtr.    Third Qtr.     Fourth Qtr.

1995                                                       
High        9-5/8         10              9-5/8         5-1/4   
Low         9              9-1/16         4-7/8         3-5/8

1994
High        9-1/2         10             10            10   
Low         8-3/8          8-1/2          9-1/8         9    

Source of prices:  American Stock Exchange

    (b)   Holders.  As of February 14, 1996, 10,778,590 IPUs were
outstanding and held by approximately 3,650 holders of record.

    (c)   Payments per Indonesian Participating Unit.


Period                            Payment Date           Payment

First Quarter  - 1994             May 31, 1994             0.60
Second Quarter - 1994             August 29, 1994          0.29
Third Quarter  - 1994             November 29, 1994        0.45
Fourth Quarter - 1994             March 1, 1995            0.49
First Quarter  - 1995             May 30, 1995             0.48
Second Quarter - 1995             August 29, 1995          0.45
Third Quarter  - 1995             November 29, 1995        0.40
Fourth Quarter - 1995             February 29, 1996        0.43
    
Each IPU entitles the holder thereof to receive a payment
(Participation Payment) until September 25, 1999, at which time the
IPUs will expire with no residual value. The Participation Payment
for any quarterly period is equal to the product of (i) a fraction,
the numerator of which is 1 and the denominator of which is equal
to the number of IPUs outstanding on the last business day of such
quarterly period, multiplied by (ii) the amount by which cumulative
Net Cash Flow (as defined below) through the end of such quarterly
period exceeds the aggregate amount of all preceding Participation
Payments in respect of all IPUs.  If Net Cash Flow is zero or
negative for any quarterly period, no Participation Payment for
that quarter will be made.

    The amount of Net Cash Flow for any quarterly period is equal
to the product of:

    (i)   a fraction, the numerator of which is equal to the
          number of IPUs outstanding on the last business day of
          such quarterly period, and the denominator of which is
          14,077,747, multiplied by

    (ii)  32 percent of

          (a) all cash actually received in the United States by
              INTERNATIONAL and VICO (for purposes hereof, the
              Special Subsidiaries) during such quarterly period
              from their aggregate 23.125 percent interest in the
              Joint Venture (or actually received by them outside
              the United States if they voluntarily elect not to
              repatriate such cash) minus

          (b) an amount equal to the sum of the aggregate amount
              of all accruals or expenditures made by the Special
              Subsidiaries during such quarterly period as a
              result of their interest in the Joint Venture,
              foreign or domestic taxes paid by the Special
              Subsidiaries, any award, judgment or settlement and
              related legal fees incurred by the Special
              Subsidiaries, certain operating expenses incurred
              by the Special Subsidiaries, and the amortization
              of capitalized advances made by the Special
              Subsidiaries for certain major capital
              expenditures, together with interest thereon.

    Participation Payments for any quarterly period will be paid
60 days in arrears to holders of record on the date 45 days after
the last day of the period.  Participation Payments of less than
$0.01 per IPU for any quarterly period will be accumulated and paid
when Participation Payments in any succeeding quarter, together
with previously unpaid amounts, exceed $0.01 per IPU.

<PAGE>
                                 BUSINESS
The Joint Venture

    The Joint Venture participants are INTERNATIONAL (15.625%),
VICO (7.5%), LASMO Sanga Sanga Limited (an indirect subsidiary of
LASMO) (26.25%), Union Texas East Kalimantan Limited (an indirect
subsidiary of UTPH) (26.25%), and Universe Gas & Oil Company, Inc.
(a subsidiary of a consortium led by Japan Petroleum Exploration
Co., Ltd.) (4.375%).  In addition, Opicoil Houston, Inc. (an
affiliate of the Chinese Petroleum Corporation) holds a 16.67
percent equity interest and a 20 percent voting interest, with the
remaining 3.33 percent non-voting equity interest held by assignees
of Opicoil Houston, Inc.  VICO in its capacity as the Joint Venture
operator conducts exploration and development activities within the
PSC area.  The cost of such activities is funded by the Joint
Venture participants.  The vote of participants holding 66-2/3
percent of the total ownership is generally required for approval
of significant matters pertaining to the Joint Venture.

                Terms of Production Sharing Contract

    Under a PSC with Pertamina that was amended and extended in
1990 until August 7, 2018, the Joint Venture is authorized to
explore for, develop, and produce petroleum reserves in an
approximate 1.1 million acre area in East Kalimantan (East
Kalimantan Contract Area).  In accordance with the requirements of
the PSC, during both 1991 and 1994, the Joint Venture selectively
relinquished approximately 10 percent of the PSC area.  The Joint
Venture must relinquish a further 10 percent of the PSC area by
August 7, 1998; 10 percent by December 31, 2000; 15 percent by
December 31, 2002 and 15 percent by December 31, 2004.  However,
the Joint Venture is not required to relinquish any of the PSC area
in which oil or gas is held for production.  Additionally, pursuant
to the terms of the PSC, the Joint Venture, having produced 185
million barrels of oil, paid Pertamina a $5 million non-cost
recoverable bonus in March 1993.

    Under the PSC, the Joint Venture participants are entitled to
recover cumulative operating and certain capital costs out of the
crude oil, condensate and gas produced each year, and to receive a
share of the remaining crude oil and condensate production and a
share of the remaining revenues from the sale of gas on an after-
Indonesian tax basis.  The method of recovery of capital costs is
a system of depreciation and amortization that is similar to U.S.
tax accounting methods.

    The share of revenues from the sale of gas after cost recovery
through August 7, 1998 will remain at 35 percent to the Joint
Venture after Indonesian income taxes and 65 percent to Pertamina. 
The split after August 7, 1998 will be 25 percent to the Joint
Venture after Indonesian income taxes and 75 percent to Pertamina
for gas sales under the 1973 LNG Sales Contract, the 1981 LNG Sales
Contract and extension,  Korean carryover quantities and the seven
1986 liquefied petroleum gas (LPG) Sales Contracts to the extent
that the gas to fulfill these contracts is supplied from the Badak
or Nilam fields.  For the gas used to fulfill the eleven-year
extension (2000 - 2010) to the 1973 LNG Sales Contract that is
supplied from the Badak or Nilam fields, 41.655 percent of such gas
shall be split 25 percent to the Joint Venture after Indonesian
income taxes and 75 percent to Pertamina with the remaining gas
supplying this extension to be split 30 percent to the Joint
Venture after Indonesian income taxes and 70 percent to Pertamina. 
All other LNG sales contract revenues after August 7, 1998 will be
split 30 percent after Indonesian income taxes to the Joint Venture
and 70 percent to Pertamina.

      Based on current and projected oil production, the revenue
split from oil sales after cost recovery through August 7, 2018
will remain at 15 percent to the Joint Venture after Indonesian
income taxes and 85 percent to Pertamina.  These revenue splits are
based on Indonesian income tax rates of 56 percent through August
7, 1998 and 48 percent thereafter.   

    In addition, the Joint Venture is required to sell 8.5 percent
(7.2 percent after August 7, 1998) of the total oil and condensate
production from the contract area for Indonesian domestic
consumption.  The sales price for the domestic market consumption
is $0.20 per barrel with respect to fields commencing production
prior to February 23, 1989.  For fields commencing production after
that date, domestic market consumption is priced at 10 percent of
the weighted average price of crude oil sold from such fields. 
However, for the first sixty consecutive months of production from
new fields, domestic market consumption is priced at the official
Indonesian Crude Price (ICP).  The participants' remaining oil and
condensate production is generally sold in world markets.  

    The Joint Venture has no ownership interest in the oil and gas
reserves.  The Joint Venture has long-term supply agreements with
Pertamina for the supply of gas and petroleum gas to be liquefied
at a liquefaction plant owned by Pertamina at Bontang Bay (the LNG
Plant) and sold to certain buyers pursuant to sales contracts.  The
Joint Venture, other participating production sharing contractors
and Pertamina together market the LNG and the LPG produced at the
LNG Plant and LPG facilities and, as to the amounts allocable to
the PSC, the Joint Venture and Pertamina divide the net proceeds in
accordance with the percentages set out above.

    Payment for LNG and LPG is made in U. S. dollars to a U. S.
bank as trustee for Pertamina, the Joint Venture, other
participating production sharing contractors and lenders that have
provided funds to build the LNG Plant and the LPG facilities.  The
LNG Plant's processing costs, principal and interest payable on
borrowings from such lenders, transportation costs, and certain
other miscellaneous costs are deducted from the gross LNG and LPG
sales proceeds.  The remaining amount represents the net proceeds
for gas delivered to the LNG Plant and is divided among Pertamina,
the Joint Venture, and the other production sharing contractors in
accordance with the terms of their respective agreements.

                       Exploration and Development 

    From inception in 1972 up to and including December 31, 1995,
the following wells were drilled in the East Kalimantan Contract
Area:

                           Total    Completed
    Field                  Wells    Productive    Dry   Suspended
   Location               Drilled     Wells      Holes    Wells  

    Badak                   188        178         7        3
    Nilam                   167        167         -        -
    Semberah                 59         53         4        2
    Mutiara                  59         51         7        1
    Pamaguan                 32         26         6        -
    Wailawi                   6          6         -        -
    Other                    46          6        31        9

    Totals                  557        487        55       15

    There are four significant fields in the East Kalimantan
Contract Area, namely, Badak, Nilam, Semberah, and Mutiara. The
Badak field is in the northeast portion of the East Kalimantan
Contract Area, and the Nilam field is located immediately south of
the Badak field.  Total Indonesie and Indonesia Petroleum, Ltd.
(the Total Group), who are not parties to the Joint Venture but
have interests in the Nilam and Badak fields, are parties to
unitization agreements with the Joint Venture in both fields.  All
gas and condensate from the Badak and Nilam fields and all oil from
the Nilam field, as well as all allowable costs incurred in
connection therewith, are deemed attributable to the Joint Venture
and the Total Group in the ratio of their respective participating
interests under the Badak and Nilam unitization agreements.  VICO
acts as operator for the Joint Venture and the Total Group in both
fields.  The Joint Venture has a full interest in the Semberah and
Mutiara fields, and VICO acts as operator for these fields as well.
See "Business - The Joint Venture."  The Joint Venture is also
producing from other fields in the East Kalimantan Contract Area
including Pamaguan, and Wailawi.

    The tables below summarize completed exploratory and
development drilling from 1993 through 1995 for the East Kalimantan
Contract Area.

                           EXPLORATORY DRILLING

                    Wells                      Dry
         Year      Drilled     Discoveries    Holes
         
         1993         3             -           3  
         1994         2             1           1
         1995         -             -           -

         Totals       5             1           4

                  DEVELOPMENT OR FIELD EXTENSION DRILLING

                              Completed        
            Wells     For      For    For Dual       Dry
 Year      Drilled    Gas      Oil    Oil & Gas     Holes

 1993        31       25        1         3            2
 1994        20       10        1         8            1
 1995        16        7        2         7            -

 Totals      67       42        4        18            3

    Of 487 completed productive wells in the East Kalimantan
Contract Area, approximately 282 contain more than one completion
in the same bore hole.

    Two wells were in progress as of December 31, 1995.  These
include wells that were drilled but not completed at the end of
1995.  None of the suspended or "in-progress" wells are included in
the tables above.

    The Company's share of the costs of the above wells ranged
from 18.53 percent to 23.125 percent.

LNG Sales

    The following table sets forth total gas liquefied and sold as
LNG, the Company's net share of such production (calculated on a
million cubic feet equivalency basis as described in Note (a)
below), average sales prices (excluding transportation costs) and
production (lifting) costs of such production for the years 1993
through 1995.

                                  Years ended December 31,      
                              1995           1994         1993      
          
Gross LNG Sales(MMCF) (a)    636,339       646,902       561,305

Company's Share of LNG
 Sales (MMCF)                 80,734        84,497       77,057

Average Sales Price
 per MCF (b)                   $2.96         $2.79        $3.12

Average Production (Lifting) 
 Cost per MCF                  $0.20         $0.18        $0.18

(a)      Represents the volumes of LNG delivered and sold to purchasers
         which is measured by its British Thermal Unit (BTU) content
         and, for purposes of this table, has been converted to MMCF
         equivalents based on a ratio of approximately 1.107 billion
         BTUs per MMCF of gas.  The Gas Production for LNG includes
         production attributable to UNOCAL Indonesia Company, the Total
         Group and Pertamina.  The term "MMCF" refers to 1,000,000 cubic
         feet of gas measured at 60 degrees Fahrenheit and 14.7 pounds
         per square inch of pressure.

(b)      The sales price is based on the average sales price (excluding
         transportation) per MMBTU of LNG received by Pertamina.  The
         term "MMBTU" refers to 1,000,000 British Thermal Units.  The
         sales price per MMBTU has been converted to a price per MCF
         based on the conversion ratio referred to in note (a) above. 
         The term "MCF" refers to 1,000 cubic feet of gas measured at
         60 degrees Fahrenheit and 14.7 pounds per square inch of
         pressure.

         The Company's production costs are small in relation to its
revenues because the Joint Venture's revenues under the LNG
contracts are net of costs associated with transporting and
converting the gas to LNG and shipping the LNG to the purchasers. 
Costs incurred to operate and maintain wells and related equipment
and field facilities are considered to be production costs.

         During 1995, the Company's share of the Joint Venture's
expenditures was approximately $48 million, including $26 million
of development expenditures.  In 1996, the Company's share of the
Joint Venture's expenditures is expected to total $46 million,
including $3 million of exploration expenditures and $23 million of
development expenditures.  The 1996 budgeted expenditures primarily
reflect continued development drilling required to maintain
adequate gas deliverability and to maximize cash flow. 

Reserves

         The Company files no reports which include estimates of oil or
gas reserves with any federal agency other than the Securities and
Exchange Commission.

         The estimated proved reserves of gas and of oil and condensate
as of December 31, 1992, 1993, 1994 and 1995 attributable to the
Joint Venture's interest in the PSC in East Kalimantan were
prepared by petroleum engineers employed by LASMO, an affiliate of
Ustar.  Gross proved field reserves are as follows:

                              Crude Oil and         
                                Condensate               Gas    
   Total Proved Reserves     (000's barrels)         (Dry MMCFs)
   
Dec. 31, 1992                     146,055             7,436,171
Dec. 31, 1993                     203,068             7,187,995
Dec. 31, 1994                     224,995             7,149,560
Dec. 31, 1995                     196,892             6,636,127*

    * equivalent to approximately 6,465 trillion BTUs.

    The Joint Venture, and thus the Company, has no ownership
interest in oil and gas reserves but rather has the right to
receive production and revenues from the sale of oil, condensate,
gas, LNG and LPG in accordance with the PSC and other agreements.
LNG Plant

    Gas produced from the Joint Venture's interest in the PSC
reserves is liquefied at the LNG Plant, which is owned by Pertamina
and operated on a cost-reimbursement basis by a corporation in
which the Joint Venture owns a 20 percent interest.  The LNG Plant
currently consists of six processing units (trains) having a
combined input capacity of approximately 2.5 billion cubic feet of
gas per operating day and a peak production capacity of
approximately 639,000 barrels or 101,500 cubic meters of LNG and
28,000 barrels of condensate per day.  The five storage tanks at
the LNG Plant have a total capacity of 3.2 million barrels of LNG. 
Gas is supplied to the plant through three pipelines (two 36 inch
and one 42 inch) which are connected to the central gas facilities
at the Badak field, 35 miles south of the LNG Plant.  The six train
plant is one of the largest LNG processing facilities in the world
and has the capacity to deliver 275 cargoes per year. Since the
first shipment in 1977, the LNG Plant has delivered 2,506 cargoes.

    The LNG Plant has been developed in four phases.  The original
facility, which consisted of two trains (Trains A and B) and a
dock, was constructed with financing arranged by Pertamina with the
Central Bank of the Republic of Indonesia, a consortium of Japanese
banks and a corporation owned substantially by the Japanese LNG
purchasers, and became fully operational in August 1977.  Final
payment on the loans was made in the first quarter of 1990.

    Expansion of the LNG Plant from two to four trains (Trains C
and D) was completed in 1983.  Funding was arranged by Pertamina
with Japan Indonesia LNG Co., Ltd. (JILCO).  Final payment on this
financing arrangement was made in the third quarter of 1993.

    A fifth processing train (Train E) was completed in 1989 and
supplies LNG required for the Taiwan LNG Sales Contract with the
Chinese Petroleum Corporation (CPC), the state petroleum enterprise
of the Republic of China (Taiwan).  Project financing was arranged
through a trustee borrowing with a consortium of Japanese banks and
is supported by revenues from such sales contract, as well as in
certain limited circumstances by portions of other revenue streams.
The financing contains two tranches, with tranche A totalling
$176.4 million at a fixed interest rate of 11.5 percent, and
tranche B totalling $117.6 million at a floating interest rate
initially of LIBOR plus 1 percent; at December 31, 1995 the
floating interest rate was 7.0625 percent.  The financing is
repayable in graduated quarterly payments over ten years that began
in the fourth quarter of 1990.

    The sixth processing train (Train F) was completed in November
1993 and supplies the LNG required for the LNG sales contract with
Osaka Gas, Tokyo Gas and Toho Gas for the sale of 2,020 trillion
BTUs over a twenty-year period which commenced in 1994.  In August
1991, Pertamina and an international consortium of commercial banks
completed project financing of $750 million of which $699 million
was required to fund the construction of Train F and related
support facilities at an interest rate of LIBOR plus 1.25 percent;
at December 31, 1995 the floating interest rate was 7.1875 percent. 
Financial support for the financing is limited to revenues from
such sales contract.  The financing is repayable over ten years in
graduated quarterly payments which commenced in December 1994.  

    As a result of the production performance of Train E,
Pertamina made modifications to Trains A through D known as
"debottlenecking."  Trains C and D were modified in 1992 during
regularly scheduled maintenance shutdowns.  Likewise, Trains A and
B were modified in 1993 during regularly scheduled maintenance
shutdowns.  Capacity tests on all four trains exceeded design rates
such that Trains A through D are each now capable of LNG production
rates comparable to Train F, an increase of 14 percent, or 22
cargoes per year in total.  The total cost of the Trains A through
D debottlenecking project amounted to $79 million.  These costs
were funded through Package IV revenues.  (See description of
Package IV beginning on page 13).

    A seventh processing train (Train G) is being constructed at
the LNG plant to produce the LNG required for Package V LNG sales
contracts such as the 1973 Sales Contract Extension, the Korean
Medium Term Sales Contract and the Taiwan Medium Term Sales
Contract. Completion of Train G is expected in late 1997.  In July
of 1995, Pertamina completed project financing through Japanese
sources for Train G, a third LNG/LPG dock, an additional LPG
storage tank and other support facilities at the LNG Plant at a
floating interest rate based on LIBOR.  Project financing of up to
$969.5 million has been arranged, of which $125.0 million was drawn
down as at December 31, 1995.  The financing is repayable over ten
years in graduated quarterly payments commencing in the fourth
quarter of 1998. At December 31, 1995, the overall progress of the
Train G project engineering, procurement and construction was 26.8
percent.
    
    Pertamina, the Joint Venture and other production sharing
contractors are awaiting Indonesian government approval for the 
financing and construction of an eighth train (Train H), which
could come on stream early in 2000, to primarily support the
quantities of LNG required by the new Badak V Sales Contract and
Badak VI Sales Contract. 

LPG and Marine Facilities 

    The LPG processing facilities at the LNG Plant were
constructed concurrently with the fifth processing train.  The LPG
facilities were completed in 1988, at a cost of approximately $158
million.  Financing was made available to Pertamina through a
consortium of Japanese banks.  A significant portion of the LPG
sales proceeds is dedicated to the financing, which is repayable
through 1999.

    A second dock facility at the LNG Plant is used for both LNG
and LPG deliveries.  The portion of the second dock costs
attributable to the LPG trade was financed through the same
consortium of Japanese banks that financed the LPG processing
facilities at the LNG Plant.  Financing for the LNG portion of the
second dock was provided by a trustee borrowing from Japanese
banks.  Final payment on this financing arrangement was made in the
second quarter of 1995.
    
    Included in the scope of the Train G project is a third dock
to be used for both LNG and LPG deliveries, as well as an
additional LPG storage tank.

    The table below sets forth information regarding the status of
the major project financings incurred or arranged by Pertamina to
construct the LNG Plant:


                 Original   
                Principal/   Balance at   Final      Primary
                 Payment    December 31, Payment    Source of
 Financing        Amount        1995       Date     Repayment
                 (000's)       (000's)

Trains A & B 
 and 1st 
 Loading Dock    $771,500   $      -          -        1973 LNG Sales
                                                        Contract

Trains C & D      995,800          -          -        1981 LNG Sales
                                                        Contract

Train E           294,000    160,230       2000        Taiwan LNG Sales
                                                        Contract
Train F and
 Support
 Facilities       699,000    635,877       2004        Train F LNG
                                                        Sales Contract

Train G and
  Support
  Facilities      969,500    125,000 (a)   2008        Package V Sales
                                                        Contracts (b)

2nd Loading Dock
 & Train E 
 Support
 Facilities       135,000          -          -        1973 LNG Sales
                                                        Contract 

LPG Facilities    157,700     56,693       1999        LPG Sales
                                                        Contract


(a) Amount borrowed as of December 31, 1995.

(b) Repayment is scheduled to begin in 1998 principally from the
    proceeds of the Korea and Taiwan Medium Term Sales Contracts
    and, starting in 2000, from the proceeds of the 1973 Sales
    Contract Extension.

Marketing and Distribution of LNG

    Certain information regarding deliveries of LNG from the LNG
Plant is set forth below:

                                   BTUs        Average
               Number of LNG   in Trillions   Price Per
              Tanker Liftings  (Approximate)    MMBTU   

      1993           216            621         $2.82
      1994           247            716         $2.52
      1995           240            704         $2.67
    
    As a result of variations in LNG tanker capacity among the
various sales contracts, the measure of a net equivalent cargo has
been established.  One net equivalent cargo equates to the quantity
of LNG delivered for the Joint Venture's interest in a 1973 Sales
Contract shipment, or approximately 2,942 BBTUs.

    The Joint Venture and other gas producers in Indonesia have
the opportunity to participate in each sales package.  The Joint
Venture's equity interest in a sales package is based on its share
of gas reserves available for commitment to the package.

    The Joint Venture's allocation in the LNG sales contracts has
declined over time since the initial 1973 Sales Contract, when the
Joint Venture was virtually the only supplier to the LNG Plant, to
the present when there are two other major production sharing
contractors supplying gas to the LNG Plant and sharing in the
allocation of volumes.  Absent the discovery of significant
additional gas reserves in the Joint Venture's PSC, the Joint
Venture's participation in future sales packages will continue to
decline.

  The following table sets forth information regarding the LNG
Plant share of the LNG Sales Contracts grouped together by the
Joint Venture's participating percentages in the sales contracts
(each such group being referred to as a "package"):<PAGE>

<TABLE>
<CAPTION>                                                               
                        LNG Sales    1995    Remaining          Base LNG Price
                         Volumes    Cargoes   Cargoes            Per MMBTU (a)  
Package and Equity        TBTUs    Gross/Net Gross/Net         12/31/95 2/12/95  
  Interest                            (b)       (b)           
                                             
<S>                      <C>        <C>      <C>              <C>       <C>     
Package I - 97.9%
1973 Sales Contract                                                            
Term:  1977 - 1999         267      61/59       93/89         $2.88     $3.03

Package II - 66.4%
1981 Sales Contract
Term:  1983 -2003        1,238      58/38      425/279        $2.87     $3.02
                        
Package IIIA - 50.0%
Korean Carryover Sales 
  Contract
Term:  1986 - 2006         158       5/2        55/27         $2.88     $3.03
                        
Package IIIB - 29.6%
Taiwan Sales Contract
Term:  1990 - 2009       1,246      31/10      399/126        $2.83     $2.98
                        
Toho Sales Contract
Term: 1988 - 1997           12       2/-         4/1          $2.88     $3.03
                        
Additional 1981 Sales 
 Contract cargoes
Term:  1990 - 2003         131       6/2        45/13         $2.87     $3.02

Package IV - 27.2%    
Train F Sales Contract
Term:  1994 - 2013       2,151      38/10      731/199        $2.71     $2.85

Korea II Sales Contract  
Term:  1994 - 2014         980      13/4       333/91         $2.73     $2.88

1973 Sales Contract Ext.
Term:  1997 - 1999         447         -       156/41             -         -

Medium City Gas Company
 Sales Contract
Term:  1996 - 2015         179         -       454/17             -         -

Other Sales Contracts                                                         
Terms: 1990 - 1999          28      13/3        12/3          $2.73     $2.88

Package V - 21.6% (c)
1973 Sales Contract Ext.
Term:  2000 - 2009       4,368         -     1,522/320            -         -

Korea Medium Term Sales 
 Contract
Term:  1995 - 1999         277      13/3        95/20         $2.87     $3.02

Taiwan Medium Term Sales
 Contract
Term:  1998 - 1999          46         -        16/4              -         -

Package VI (d)
1981 Sales Contract Ext.
Term:  2003 - 2008         942         -       325/(d)            -         -

Badak V Sales Contract
Term:  1998 - 2017       1,062         -       360/(d)            -         -

Badak VI Sales Contract 
Term:  1998 - 2017       1,756         -       572/(d)            -         -

Package VII (e)
1973 Sales Contract Ext.
Term:  2010 - 2010         436         -       152/(e)            -         -

1981 Sales Contract Ext.
Term: 2009 - 2011          565         -       195 (e)            -         -
/TABLE
<PAGE>
(a) Excludes transportation costs, where applicable.

(b) The gross cargoes represent the LNG Plant's deliveries; the
    net equivalent cargoes represent the Joint Venture's equity
    based on an average of 2,942 BBTUs per cargo.

(c) Pertamina and the East Kalimantan producers reached final
    agreement on Package V revenue sharing percentages in June of
    1995.  The Joint Venture's interest is 21.6 percent.

(d) The Joint Venture's participation percentage in Package VI
    sales, which will be based upon reserves certified as of April
    1995, has not yet been determined and is expected in 1996. 
    The Joint Venture's percentage in Package VI sales is expected
    to be less than the Package V percentage.

(e) The Package VII participation percentage for the Joint Venture
    is not expected to be determined until 1999.  Absent the
    discovery of significant additional gas reserves, the Joint
    Venture's percentage in Package VII sales is expected to be
    less than the Package V rate.

    LNG is primarily sold under five long-term sales contracts
between Pertamina and buyers in Japan, Taiwan and Korea.  These
contracts are the 1973 Sales Contract, the 1981 Sales Contract, the
Taiwan Sales Contract, the Train F Sales Contract and the Korea II
Sales Contract.  The gas processed by the LNG Plant is supplied
from the Joint Venture's contract area as well as other fields in
which the Joint Venture has no interest.

    LNG sales contracts and amendments thereto are executed
between Pertamina and the buyers for the sale and delivery of a
fixed quantity of BTUs of LNG at a price that reflects an LNG
element derived from a basket of Indonesian crude oil prices that
is recalculated monthly.  A transportation charge is added to the
LNG element under all contracts except for the 1981 Sales Contract
and Extension, the Train F Sales Contract, the Korea II Sales
Contract and the Badak V Sales Contract, where the buyers bear the
risk of loss and the transportation costs.  In those instances
where the seller bears the risk of loss during shipment, the
cargoes are insured.

    The LNG to be delivered under the sales contracts is supplied
from the LNG Plant and from a separate facility at Arun in Sumatra
(Arun Plant).  The Joint Venture does not supply gas to the Arun
Plant or have any interest in revenues from the sale of its
product.  The allocation of contract quantities between the LNG
Plant and the Arun Plant is determined by Pertamina.  All
deliveries under the 1981 Sales Contract and Extension, the Taiwan
Sales Contract, the Train F Sales Contract, the 1973 Sales Contract
Extension, the Badak V Sales Contract and the Badak VI Sales
Contract are or will be exclusively supplied by the LNG Plant.

    In January of 1995, deliveries began under the Korea Medium
Term Sales Contract with Korea Gas Corporation for the sale of 315
trillion BTUs (108 cargoes) over a five-year period ending in 1999. 
The Joint Venture's participation percentage for this contract was
finalized at 21.6 percent in June of 1995 after agreement with
Pertamina and the East Kalimantan producers.

    In August of 1995, Pertamina executed agreements to extend the
1973 and 1981 Sales Contracts.  The 1973 Sales Contract Extension
involves the sale of 4,804 trillion BTUs (1,674 cargoes) over an
eleven-year period commencing January 1, 2000.  The 1981 Sales
Contract Extension involves the sale of 1,507 trillion BTUs (520
cargoes) over an eight-year period commencing April 1, 2003.  The
Joint Venture's participation percentage in deliveries for the
first ten years under the 1973 Sales Contract Extension was
finalized at 21.6 percent in June of 1995 after agreement with
Pertamina and the East Kalimantan producers; the eleventh year of
the 1973 Sales Contract Extension will be at a Package VII Joint
Venture participation percentage which has not yet been determined
but is expected to be less than the Package V rate.  The Joint
Venture's participation percentage for the 1981 Sales Contract
Extension, which is comprised of five years under Package VI and
three years under Package VII, has not yet been determined;
however, it is anticipated that the Package VI and Package VII
percentages will be less than the Package V rate of 21.6 percent.
 
    Also executed in August of 1995 was the Badak V Sales Contract
between Pertamina and Korea Gas Corporation for the sale of 1062
trillion BTUs (360 cargoes) over a twenty-year period commencing in
1998.  The Joint Venture's participation percentage for the first
two years of the Badak V Sales Contract will be at the Package V
rate of 21.6 percent.  The remaining years of this contract, from
2000 to 2017, will be at a Package VI participation percentage
which has not yet been determined but is expected to be less than
the Package V rate.

    In October of 1995, Pertamina executed an agreement with
Chinese Petroleum Corporation, under the Badak VI Sales Contract,
for the sale of 1,756 trillion BTUs (572 cargoes) over a twenty-
year period commencing in 1998. The Joint Venture's participation
percentage for the first two years of the Badak VI Sales Contract
will be at the Package V rate of 21.6 percent.  The remaining years
of this contract, from 2000 to 2017, will be at a Package VI
participation percentage which has not yet been established but is
expected to be less than the Package V rate.

    The Badak V Sales Contract and the Badak VI Sales Contract,
both shown under Package VI, are contingent upon Pertamina
obtaining Indonesian government approval for the financing and
construction of an eighth train (Train H).
     
    During the years ended 1995 and 1994, sales to Osaka Gas Co.,
Ltd., The Kansai Electric Power Co., Inc., and The Chubu Electric
Power Co., Inc. each individually accounted for more than 10
percent of the Company's total revenues.

    Other Gas Sales - The Joint Venture is obligated until 2008 to
supply approximately 74 MMCF of gas per day to three local
fertilizer plants at a price of $1.00 per MMBTU subject to a
pipeline tariff.  In addition, the Joint Venture is required to
supply approximately 5 MMCF per day of gas to the Balikpapan
refinery at a price of $1.49 per MMBTU.  In 1994, Pertamina
executed a twenty-year contract, commencing in February of 1998,
for the sale of approximately 70 MMCF per day of gas to be supplied
by the Joint Venture to a local methanol plant at a price not less
than $1.25 per MMBTU for the first ten years.

Marketing and Distribution of LPG

    Pertamina has individual contracts with seven Japanese utility
companies for the sale and delivery of LPG through the year 1998. 
The LPG facility at the LNG Plant supplies approximately 800,000
metric tons per year under these contracts.  In 1995, 17 cargoes,
totaling 720,000 metric tons of LPG were shipped from the LNG Plant
to Japan at an average invoice price of $194.22 per metric ton. 
The Joint Venture was allocated a Package IIIB sharing percentage
for revenues from the first 350,000 metric tons sold, a Package IV
sharing percentage for revenues from the next 26,000 metric tons
sold, and a Package V sharing percentage for revenues from the
remaining 344,000 metric tons sold during 1995, after deducting
LPG-related operating costs and debt service.   

Marketing of Oil and Condensate

    Each party to the Joint Venture and Pertamina are entitled to
take their respective shares of oil and condensate in kind and to
market such shares separately.  The Company, through affiliates of
Ustar and Unistar, markets its share of oil and condensate f.o.b.
Santan Terminal, in East Kalimantan, independently of Pertamina and
the other Joint Venture participants.  The Santan Terminal
(operated by UNOCAL Indonesia Ltd.) is used for storing and loading
oil produced by the Joint Venture.

    Prior to July 1, 1993, the price for export sales of crude and
condensate reflected world market conditions at the time of sale.
Since that date, the Company's share of the Joint Venture's oil and
condensate, except for that sold to Pertamina for Indonesian
domestic consumption, has been sold at the applicable ICP for the
grade of oil exported. 
    
    Effective August 1, 1994, the Company has marketed for export
two segregated streams of crude oil, Badak Crude and Bontang Mix.
In 1995, approximately 78% of the Company's export sales were
Bontang Mix, the balance of approximately 22% being Badak. These
crudes have individual ICPs.  Since the inception of segregated
marketing in 1994, the ICPs have more closely mirrored world market
crude oil prices for each grade of crude oil sold.
  
    The sales price for the domestic market consumption is $0.20
per barrel with respect to fields commencing production prior to
February 23, 1989.  For fields commencing production after that
date, domestic market consumption is priced at 10 percent of the
weighted average price of crude oil sold from such fields. 
However, for the first sixty consecutive months of production from
new fields, domestic market consumption is priced at ICP. 

    Substantially all of the oil and condensate currently being
produced by the Joint Venture from the PSC area is being produced
from the Badak, Nilam,  Mutiara and Semberah fields.  The Company's
average sales prices and production (lifting) costs for 1993
through 1995 are:
<PAGE>
                                    Years ended December 31,     

                               1995          1994          1993
                                           
Total Oil & Condensate
 Sales (barrels) (a)       21,739,437   22,635,461   20,905,232

Company's Oil & Condensate
 Sales (barrels)            1,710,547    1,778,966    1,806,181

Company's Average Sales
 Price (per barrel) (b)        $17.18       $16.46       $18.31

Average Production (Lifting) 
  Cost (per barrel)             $1.21        $1.05        $1.11

(a) Includes production attributable to other contractors' share
    of unitized operations in the Badak and Nilam fields.  See
    "Exploration and Development".

(b) Excludes domestic consumption sales.  Also excluded are
    marketing losses incurred on the sale of the Company's share
    of oil for the first six months of 1993, which amounted to
    $0.32 per barrel. Effective July 1, 1993, the Company is no
    longer exposed to marketing fluctuations incurred on the sale
    of its share of oil and condensate.

Competition and Risks

    Indonesian oil competes in the world market with oil produced
from other nations.  Indonesia is a member of OPEC, and any OPEC-
imposed restrictions on oil or LNG exports in which Indonesia
participates could have a material adverse effect on the Company. 

    In addition to the LNG being sold from the Arun Plant, LNG
plants in the Middle East, Australia, Malaysia, or elsewhere may
provide competition for sales of any additional Joint Venture LNG
to Japanese and other markets, beyond the amount under current
contracts.

    The Joint Venture's activities in Indonesia are subject to
risks common to foreign operations in the oil and gas industry, 
including political and economic uncertainties, the risks of
cancellation or unilateral modification of contract rights,
operating restrictions, currency repatriation restrictions,
expropriation, export restrictions, increased taxes and other risks
arising out of foreign governmental sovereignty over areas in which
the Joint Venture's operations are conducted.  The Company's
foreign operations and investment may also be subject to the laws
and policies of the U. S. affecting foreign trade, investment and
taxation that could affect the conduct and profitability of those
operations.

    All of the Company's oil and gas activities are subject to the
risks normally incident to exploration for and production of oil
and gas, including blowouts, cratering, spills and fires, each of
which could result in damage to life and property.  Production from
the LNG Plant, which is the source of most of the Company's
revenues, is subject to the risks associated with maintaining and
operating a complex, technologically intensive processing plant,
including the risks of equipment failures, fire and explosion.  To
the extent that the seller of the LNG produced by the LNG Plant
bears the risk of loss of cargoes, the seller is subject to the
usual risks of maritime transportation, including adverse incidents
arising from loading and unloading cargoes.  In accordance with
customary industry practices, the Company carries insurance against
some, but not all, of these risks.  Losses and liabilities arising
from such events would reduce revenues and increase costs of the
Company to the extent not covered by insurance.

Item 2. Properties

    See Item 1. Business.

Item 3. Legal Proceedings

    The Company has pending litigation arising in the ordinary
course of its business.  However, none of the litigation is
expected to have a material adverse effect on the Company's
financial position or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

    None.

                                  PART II

Item 5. Market for Registrant's Common Equity and Shareholder
Matters

Refer to Item 12 for a description of the Registrant's Equity.

Refer to Item 1 for a description of the Indonesian Participating
Units.

Item 6. Selected Financial Data

    The following financial data was derived from the audited
consolidated financial statements of the Company and should be read
in conjunction with the consolidated financial statements and
related notes included elsewhere herein.

                          1995    1994     1993   1992    1991
                                  (millions of dollars)

Operating revenues        $202    $198     $201   $206    $208

Earnings from
 continuing operations      40      36       30     24      18

Net earnings                40      33       30     24      18 

Total assets               407     422      449    472     500

Debt and security subject 
  to mandatory redemption    -       -       33     32      31

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources

    Cash flow from operations amounted to $80.4 million in 1995,
as compared to $85.6 million in 1994.  The decrease resulted
primarily from lower volumes partially offset by increased prices. 
Capital expenditures of $26.3 million were primarily spent on
continued development drilling in the Badak, Nilam, Mutiara and
Semberah fields as was the case in 1994.  Net distributions in 1995
to the partners from the Company were $53.8 million (1994, $18.1
million).  The increase in distributions was primarily attributable
to the 1994 redemption of $36.4 million of debt as discussed below.

    On January 5, 1994, the Company redeemed its 8-1/4 percent
convertible subordinated guaranteed debentures, originally due in
1995, in the amount of $36.4 million at a loss of $3.1 million. 
The redemption was funded through contributions from the partners
of the Company. 

    During 1994, the Company paid the Internal Revenue Service
$4.0 million to settle its 1984 windfall profit tax dispute.  The
Company had fully reserved for this liability.  The Company
continues to maintain a reserve and accrue interest for the
potential exposure in a royalty dispute. At December 31, 1995, the
reserve totaled $4.2 million.

    The Company's ability to generate cash is primarily dependent
on the prices it receives for the sale of LNG, and to a lesser
extent, the sale of crude oil.  In the event cash generated from
operations is not sufficient to meet capital investment and other
requirements, any shortfall will be funded through additional cash
contributions by the partners.  The Company cannot predict with any
degree of certainty the prices it will receive in 1996 and future
years for its crude oil and LNG.  The Company's financial
condition, operating results and liquidity will be materially
affected by any significant fluctuations in sales prices.  

    LNG sales are made under five principal long-term contracts
and several short- and medium-term contracts with Japanese, South
Korean and Taiwanese industrial and utility companies.  The long-
term contracts contain take-or-pay provisions that generally
require that the purchasers either take the contracted quantities
or pay for such quantities if not taken; such provisions tend to
support the Company's ability to generate cash.  During 1995, 131
net equivalent cargoes were shipped, of which 121 were under these
long-term contracts (1994, 138 and 124 respectively).  In 1996, the
Company anticipates shipping approximately 142 net equivalent
cargoes.

    In January of 1995, deliveries began under the Korea Medium
Term Sales Contract with Korea Gas Corporation for the sale of 315
trillion BTUs or 108 LNG cargoes over a five-year period ending in
1999.  The Joint Venture's revenue sharing percentage for this
contract (included in Package V) was finalized at 21.6 percent in
June of 1995 after agreement with Pertamina and the East Kalimantan
producers.

    In August of 1995, Pertamina executed agreements to extend the
1973 and 1981 Sales Contracts.  The 1973 Sales Contract Extension
involves the sale of 4,804 trillion BTUs (1,674 cargoes) over an
eleven-year period commencing January 1, 2000.  The 1981 Sales
Contract Extension involves the sale of 1,507 trillion BTUs (520
cargoes) over an eight-year period commencing April 1, 2003.  The
Joint Venture's participation percentage in deliveries for the
first ten years under the 1973 Sales Contract Extension was
finalized at 21.6 percent in June of 1995 after agreement with
Pertamina and the East Kalimantan producers; the eleventh year of
the 1973 Sales Contract Extension will be at a Package VII Joint
Venture participation percentage which has not yet been determined
but is expected to be less than the Package V rate.  The Joint
Venture's participation percentage for the 1981 Sales Contract
Extension, which is comprised of five years under Package VI and
three years under Package VII, has not yet been determined;
however, it is anticipated that the Package VI and Package VII
percentages will be less than the Package V rate.     

     Also executed in August of 1995 was the Badak V LNG Sales
Contract between Pertamina and Korea Gas Corporation for the sale
of 1,062 trillion BTUs or 360 LNG cargoes over a twenty-year period
commencing in 1998.  The LNG plant will supply all volumes
delivered under this contract.  The Joint Venture's participation
percentage for the first two years of the Badak V LNG Sales
Contract will be at the Package V rate of 21.6 percent. The
remaining years of this contract, from 2000 to 2017, will be at a
Package VI participation percentage which has not yet been
established but is expected to be less than the Package V rate.  

    In October of 1995, Pertamina executed an agreement with
Chinese Petroleum Corporation, under the Badak VI LNG Sales
Contract, for the sale of 1,756 trillion BTUs or 572 LNG cargoes
over a twenty-year period commencing in 1998.  All volumes
delivered under the contract will be supplied by the LNG plant. 
The Joint Venture's participation percentage for the first two
years of the Badak VI LNG Sales Contract will be at the Package V
rate of 21.6 percent.  The remaining years of this contract, from
2000 to 2017, will be at a Package VI participation percentage
which has not yet been established but is expected to be less than
the Package V rate. 

    A seventh processing train (Train G) is being constructed at
the LNG plant to produce the LNG required for the LNG sales
contracts in Package V.  In July of 1995, Pertamina and an
international consortium of commercial banks completed project
financing for Train G, a third LNG/LPG dock, an additional LPG
storage tank and other support facilities at the LNG Plant. 
Project financing was for the amount of $969.5 million, of which
$125.0 million was drawn down as of December 31, 1995.  The
financing is repayable over ten years in graduated quarterly
payments commencing in the fourth quarter of 1998.  At December 31,
1995, the overall progress of the Train G project engineering,
procurement and construction was 26.8 percent.

    Capital expenditures of the Joint Venture relate to the
exploration and development of the oil and gas fields.  In 1996,
the Company's share of the Joint Venture expenditures is expected
to total $46 million, including $3 million of exploration
expenditures and $23 million of development expenditures.  The 1996
budgeted expenditures primarily reflect continued development
drilling required to maintain gas deliverability and to maximize
cash flow.

    The Company can give no assurance as to the future trend of
its business and earnings, or as to future events and developments
that could affect the Company in particular or the oil industry in
general.  These include such matters as environmental quality
control standards, new discoveries of hydrocarbons and the demand
for petroleum products.  Furthermore, the Company's business could
be profoundly affected by future events including price changes or
controls, payment delays, increased expenditures, legislation and
regulations affecting the Company's business, expropriation of
assets, renegotiation of contracts with foreign governments,
political instability, currency exchange and repatriation losses,
taxes, litigation, the competitive  environment  and  international
<PAGE>
economic and political developments including actions of members of
OPEC.

    The Company's revenues are predominately based on the market
price of crude oil, which is denominated in U. S. dollars.  Certain
operating costs, taxes and capital costs represent commitments
settled in foreign currency.  Currency exchange rate fluctuations
on transactions in currencies other than U. S. dollars are
recognized as adjustments to the U. S. dollar cost of the
transaction.

    The Company is unaware of any unrecorded environmental claims
as at December 31, 1995 which would have a material impact upon the
Company's financial condition or operations.

    The discussion of the Company's business and operations in
this report includes in several instances forward-looking
statements, which are based upon management's good faith
assumptions relating to the financial, market, operating and other
relevant environments that will exist and affect the Company's
business and operations in the future.  No assurance can be made
that the assumptions upon which management based its forward-
looking statements will prove to be correct, or that the Company's
business and operations will not be affected in any substantial
manner by other factors not currently foreseeable by management or
beyond the Company's control.  All forward-looking statements
involve risks and uncertainty, including those described in this
report, and such statements shall be deemed in the future to be
modified in their entirety by the Company's public pronouncements,
including those contained in all future reports and other documents
filed by the Company with the Securities Exchange Commission.

Results of Operations

1995 Compared to 1994

    Net earnings for the year ended December 31, 1995 were $40.1
million as compared to $33.1 million for the year ended December
31, 1994.  Included in the 1994 results was an extraordinary loss
of $3.1 million for the redemption of its 8-1/4 percent debentures. 
Net earnings for 1995 benefitted from increased oil and gas
revenues, lower depletion and exploration costs, partially offset
by higher production costs.  Cash flow from operations for the year
ended December 31, 1995 was $80.4 million as compared to $85.6
million for the year ended December 31, 1994.

    Revenues for the year ended December 31, 1995 were $202.0
million compared to $197.9 million in the prior year.  The increase
in revenues was attributable to increased average prices received
for LNG and crude oil sales, partially offset by decreased LNG and
crude oil volumes.  The Joint Venture's share of LNG volumes in
1995 decreased 18 trillion BTUs to 386 trillion BTUs (131 net
equivalent cargoes) as compared to 404 trillion BTUs (138 net
equivalent cargoes) in 1994.  The decrease in LNG volumes was due
to lower contractual commitments during 1995.  Crude oil and
condensate volumes net to the Company in 1995 and 1994 were 1.7
million barrels and 1.8 million barrels respectively.

    The average price received for LNG in 1995 increased $0.15 to
$2.67 per million BTUs as compared to $2.52 per million BTUs in  
1994.  The realized crude oil price increased $0.72 per barrel to
$17.18 per barrel in 1995 as compared to $16.46 per barrel in 1994. 

    The table below summarizes the volumes and average prices for
the Company's sales for the years ended December 31, 1995 and 1994:

                                     1995        1994
     Volumes
     LNG (TBTUs)                     89.3        93.4   
     Crude (MMBBLS)                   1.7         1.8                  
     Prices
     LNG ($/MMBTU)                    2.67        2.52            
     Crude Oil ($/BBL)               17.18       16.46

    Production costs for 1995 increased $5.1 million to $24.7
million as compared to the prior year, due in part to higher
workover costs and an increased reserve for obsolete inventory. 
Depletion, depreciation and amortization for 1995 was $41.7
million, a decrease of $8.9 million, reflecting the lower levels of
production and the year's effect of reserve additions which
occurred during the fourth quarter of last year.

    Exploration costs decreased by $2.7 million in 1995 as
compared to the prior year due to lower seismic costs and the
absence of exploratory drilling.  During 1995, the Company drilled
no exploration wells, whereas two exploration wells were drilled in
1994, including one discovery.

    General and administrative expenses for 1995 were $1.5 million
a $0.4 million decrease from the prior year.  

    The effective tax rates for both 1995 and 1994 were 70
percent.  These rates were the aggregate of Indonesian source
income taxed at a 56 percent rate, and certain expenses
attributable to Unimar activities which are not deductible in the
partnership.

    Effective September 30, 1995, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of."  This SFAS requires that an impairment loss be
recognized whenever the carrying amount of an asset exceeds the sum
of the estimated future cash flows (undiscounted) of the asset. 
Under SFAS No. 121, the Company performed its impairment review of
proved oil and gas properties on a production sharing contract
basis.  The adoption of SFAS No. 121 had no impact on the
consolidated financial statements of the Company.
<PAGE>
1994 Compared to 1993

    Net earnings for the year ended December 31, 1994 were $33.1
million as compared to $30.5 million for the year ended December
31, 1993.  Included in the 1994 results was an extraordinary loss
of $3.1 million for the redemption of its 8-1/4 percent debentures. 
Net earnings for 1994 benefitted from decreased interest expense,
depletion, and exploration cost partially offset by lower oil and
gas revenues.  Cash flow from operations for the year ended
December 31, 1994 was $85.6 million as compared to $81.5 million
for the year ended December 31, 1993.

    Revenues for the year ended December 31, 1994 were $197.9
million compared to $200.6 million in the prior year.  The decrease
in revenues was attributable to an 11 percent and 10 percent
decrease in the average price received for LNG and crude oil,
respectively, partially offset by a 9 percent increase in LNG
volumes.  The Joint Venture's share of LNG volumes in 1994
increased 35 trillion BTUs to 404 trillion BTUs (138 net equivalent
cargoes) as compared to 369 trillion BTUs (127 net equivalent
cargoes) in  1993.  The increase in LNG volumes was made possible
by the completion of the plant expansion in late 1993 allowing for
the commencement of two twenty-year contracts with certain Japanese
and South Korean buyers.  Crude oil and condensate volumes net to
the Company in both 1994 and 1993 were 1.8 million barrels.

    The average price received for LNG in 1994 decreased to $2.52
per million BTUs as compared to $2.82 per million BTUs in 1993. 
The realized crude oil price fell $1.85 per barrel to $16.46 per
barrel in 1994 as compared to $18.31 per barrel in the prior year. 
Additionally, the 1994 results benefitted from a favorable non-
taxable crude oil revenue final settlement from 1993 reflecting a
reallocation of certain capital expenditures from gas to oil.

    The table below summarizes the volumes and average prices for
the Company's sales for the years ended December 31, 1994 and 1993:

                                     1994        1993
     Volumes
     LNG (TBTUs)                     93.4        85.3   
     Crude (MMBBLS)                   1.8         1.8                  
     Prices
     LNG ($/MMBTU)                    2.52        2.82
     Crude Oil ($/BBL)               16.46       18.31

    Production costs for 1994 increased $0.9 million to $19.6
million as compared to the prior year.  Depletion, depreciation and
amortization for 1994 was $50.6 million, a decrease of $2.2 million
from the prior year, reflecting higher proved reserves partially
offset by  higher levels of production.  During 1994, proved
reserve additions included approximately 2.7 million barrels of oil
and 96.3 billion cubic feet of gas.

    Interest expense for 1994 decreased $4.5 million from the
prior year reflecting the repayment of the Company's  8-1/4 percent
debentures on January 5, 1994.  An extraordinary loss of $3.1
million was recognized due to the redemption of the debentures. 

    Exploration costs decreased in 1994 compared to the prior
period due to lower dry hole and seismic costs.  During 1994, the
Company drilled two exploration wells, making one discovery
compared to 1993 when the Company wrote off three dry holes.

    General and administrative expenses for 1994 were $1.9 million
a slight increase over the prior year.  

    The effective tax rates for 1994 and 1993 were 70 percent and
74 percent respectively.  These rates were the aggregate of
Indonesian source income taxed at a 56 percent rate, and certain
expenses attributable to Unimar activities which are not deductible
in the partnership.  The decrease in the effective rate was
principally the result of decreased non-deductible interest
expense.

<PAGE>
Item 8. Financial Statements and Supplementary Data


                       INDEPENDENT AUDITORS' REPORT


To The Partners of Unimar Company

We have audited the accompanying consolidated balance sheet of
Unimar Company and subsidiaries as of December 31, 1995 and the
related consolidated statements of earnings, cash flows, and
partners' capital for the year then ended. These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

As more fully described in the notes to consolidated financial
statements, the Company has material transactions with its partners
and affiliates.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Unimar Company and subsidiaries at December
31, 1995, and the consolidated results of their operations and
their cash flows for the year then ended in conformity with
generally accepted accounting principles.


                                       KPMG Peat Marwick LLP


Houston, Texas
February 12, 1996              

<PAGE>
 
                     REPORT OF INDEPENDENT AUDITORS


To The Partners of Unimar Company

We have audited the accompanying consolidated balance sheet of
Unimar Company and subsidiaries as of December 31, 1994 and the
related consolidated statements of earnings, cash flows, and
partners' capital for each of the two years in the period ended
December 31, 1994.  These financial statements are the
responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

As more fully described in the notes to consolidated financial
statements, the Company has material transactions with its partners
and affiliates.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Unimar Company and subsidiaries at December
31, 1994, and the consolidated results of their operations and
their cash flows for each of the two years in the period ended
December 31, 1994, in conformity with generally accepted accounting
principles.

                                       ERNST & YOUNG LLP



Houston, Texas
February 24, 1995              

<PAGE>
<TABLE>

<CAPTION>
                                                 UNIMAR COMPANY AND SUBSIDIARIES

                                                    Consolidated Balance Sheet
                                                    December 31, 1995 and 1994
                                                      (Thousands of dollars)

                                                  1995            1994
<S>                                           <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents                   $   4,882       $   3,421
  Accounts and notes receivable                   7,415           5,882      
Inventories                                       9,839          12,467
  Other current assets                            3,372           2,682

    Total current assets                         25,508          24,452

Property, plant and equipment, at cost:
  Oil and gas properties (successful 
  efforts method)                             1,049,708       1,023,546
  Other                                           2,264           2,113
                                              1,051,972       1,025,659

  Less: accumulated depreciation and 
  depletion                                     673,543         631,499
  Net property,plant and equipment              378,429         394,160

Other assets                                      3,277           3,567

                                              $ 407,214       $ 422,179

LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
  Accounts payable                            $   2,394       $   2,620
  Advances from joint venture partners            2,777           1,629
  Accrued liabilities                            14,595          14,987
  Income and other taxes                         11,697          11,326
    Total current liabilities                    31,463          30,562

  Deferred income taxes                         158,364         162,966
  Other liabilities                              12,321          10,403

Commitments and Contingencies

Partners' capital                               285,066         298,248
  Less: demand notes receivable                  80,000          80,000
                                                205,066         218,248

                                              $ 407,214       $ 422,179

See accompanying Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>

                                                 UNIMAR COMPANY AND SUBSIDIARIES

                                           Consolidated Statement of Earnings
                                  Years ended December 31, 1995, 1994 and 1993
                                               (Thousands of dollars)
<CAPTION>

                                       1995      1994      1993
                                                         
<S>                                   <C>      <C>        <C>
Oil and gas production revenues       $202,019 $197,925   $200,588

Production costs                        24,749   19,623   18,751
Depletion, depreciation and
 amortization                           41,717   50,554   52,710
Exploration costs including dry holes      102    2,787    4,947

Operating profit                       135,451  124,961  124,180


General and administrative expenses      1,460    1,923    1,778
Interest expense                            54       55    4,542
Interest income                           (313)    (274)    (309)
Other (income) expense                    (172)     624      (18)


Earnings before income taxes and       134,422  122,633  118,187
  extraordinary item

Income tax expense (benefit)
  Current                               98,883   90,661   90,876
  Deferred                              (4,602)  (4,240)  (3,164)
                                        94,281   86,421   87,712


Earnings before extraordinary item      40,141   36,212   30,475

Extraordinary loss on redemption 
  of debt                                    -    3,108        -

Net earnings                          $ 40,141 $ 33,104 $ 30,475


See accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
                                                 UNIMAR COMPANY AND SUBSIDIARIES

                                         Consolidated Statement of Cash Flows
                                    Years ended December 31, 1995, 1994 and 1993
                                                      (Thousands of dollars)

<CAPTION>
                                        1995      1994     1993
                                                       
<S>                                    <C>       <C>       <C>
Net earnings                           $ 40,141  $ 33,104  $ 30,475 
Adjustments to reconcile to net cash
 provided by operating activities:
 Loss on extraordinary item                   -     3,108        -
 Depletion, depreciation and 
     amortization                        42,044    50,889    53,087
 Deferred income taxes                   (4,602)   (4,240)   (3,164)
 Exploratory dry hole costs                  (6)     2,635    3,365
 Interest accretion                           -         -     1,473
 Loss on sale of assets                       -       710         -
 (Increase) Decrease in operating              
  receivables                            (1,533)    5,722     4,327
 (Increase) Decrease in inventories       2,628    (1,581)    4,257
 Increase (Decrease) in operating 
     payables and accruals                 (142)    5,482   (14,526)
 Increase (Decrease) in other operating 
  assets and liabilities                  1,890   (10,215)    2,245 
 
Net cash provided by operating 
  activities                             80,420    85,614    81,539

Investment activities:
 Capital expenditures                   (26,307)  (34,399)  (40,142)
 Proceeds from sale of assets                 -       382         -
 
Net cash used in investing activities   (26,307)  (34,017)  (40,142)

Financing activities:
 Capital contributions                   36,200    65,800    27,100
 Capital distributions                  (90,000)  (83,900)  (68,200)
 Debt repaid                                  -   (36,400)        -
                                       
Net cash used in financing activities   (53,800)  (54,500)  (41,100)

Increase (Decrease) in advances from joint 
  venture partners                        1,148    (1,960)    1,526

Net increase (decrease) in cash and
 cash equivalents                         1,461    (4,863)    1,823

Cash and cash equivalents at beginning 
 of year                                  3,421     8,284     6,461

Cash and cash equivalents at end 
  of year$                                4,882  $  3,421  $  8,284

IPU distributions paid                 $ 19,617  $ 18,539  $ 17,569

Interest paid                          $     46  $    331  $  3,072

Income taxes paid                      $ 98,512  $ 94,174  $ 88,787


See accompanying Notes to Consolidated Financial Statements.
/TABLE
<PAGE>

<TABLE>
                                                 UNIMAR COMPANY AND SUBSIDIARIES

                                     Consolidated  Statement of Changes in Partners' Capital
                                           Years ended December 31, 1995, 1994 and 1993
                                                      (Thousands of dollars)
<CAPTION>

                                           
                                 Ustar      Unistar      Total  

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

Balance, January 1, 1993       $141,160    $152,419    $293,579

Contributions                    13,550      13,550      27,100

Cash distributions              (34,100)    (34,100)    (68,200)

ENSTAR pension liability 
  adjustment                        (64)        (64)       (128)

Net earnings                     15,238      15,238      30,476

Balance, December 31, 1993      135,784     147,043     282,827

Contributions                    32,900      32,900      65,800

Cash distributions              (41,950)    (41,950)    (83,900)

ENSTAR pension liability 
  adjustment                        208         209         417

Net earnings                     16,552      16,552      33,104

Balance, December 31, 1994      143,494     154,754     298,248

Contributions                    18,100      18,100      36,200

Cash distributions              (45,000)    (45,000)    (90,000)

ENSTAR pension liability 
  adjustment                        239         238         477

Net earnings                     20,071      20,070      40,141

Balance, December 31, 1995     $136,904    $148,162    $285,066



See accompanying Notes to Consolidated Financial Statements.
/TABLE
<PAGE>
                      UNIMAR COMPANY AND SUBSIDIARIES

                Notes to Consolidated Financial Statements
           (in thousands of dollars unless otherwise indicated)

(1) THE COMPANY

    Unimar Company (the Company) is a general partnership
    organized under the Texas Uniform Partnership Act, whose
    partners are Unistar, Inc. (Unistar), a Delaware corporation
    and a direct subsidiary of Union Texas Petroleum Holdings,
    Inc. (UTPH), a publicly traded Delaware corporation, and
    LASMO (Ustar), Inc. (Ustar), a Delaware corporation and an
    indirect wholly-owned subsidiary of LASMO plc (LASMO), a
    public limited company organized under the laws of England. 
    Each partner shares equally in the Company's net earnings,
    distributions and capital contributions.

    
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    (a)  Basis of Presentation

         The Company's consolidated financial statements include
         the accounts of the Company and its subsidiaries
         including its proportionate share of the activities of
         an Indonesian joint venture (the Joint Venture).  All
         significant intercompany accounts and transactions have
         been eliminated.

    (b)  Use of Estimates

         The preparation of financial statements in conformity
         with generally accepted accounting principles requires
         management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities
         and disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported
         amounts of revenues and expenses during the reporting
         period.  Actual results could differ from those
         estimates.

    (c)  Inventories

         Inventories primarily consist of materials and supplies
         and are generally priced at the lower of cost (moving
         average cost method) or net realizable value.

    (d)  Accounting for Oil and Gas Properties

         Oil and gas exploration, development and production
         activities are accounted for by the successful efforts
         method of accounting.  Under this method of accounting,
         the cost of acquiring undeveloped oil and gas leasehold
         acreage, including lease bonuses, brokers' fees and
         other related costs are capitalized.  Provisions for
         impairment of undeveloped  oil  and gas leases are
         based on periodic 

                      UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)

    (d)  Accounting for Oil and Gas Properties (continued)

         evaluation and exploratory experience.  Costs to drill
         and equip exploratory wells that find proved reserves
         are capitalized while costs associated with
         unsuccessful exploratory wells are expensed.  Other
         exploratory expenditures, including geological and
         geophysical costs and annual lease rentals are expensed
         as incurred. Costs incurred to drill and equip
         productive wells, including development dry holes and
         related production facilities are capitalized.

         Depreciation, depletion, and amortization of successful
         oil and gas exploration wells and all development costs
         are determined under the unit-of-production method
         based on estimated recoverable proved developed
         reserves.  Leasehold costs of producing properties are
         depleted on the unit-of-production method based on
         estimated proved developed and undeveloped reserves.

         The Company generally provides for depreciation of
         other property, plant and equipment on a straight-line
         method over the estimated useful life of the assets.

         Effective September 30, 1995, the Company adopted
         Statement of Financial Accounting Standards ("SFAS")
         No. 121, "Accounting for the Impairment of Long-Lived
         Assets and for Long-Lived Assets to Be Disposed Of." 
         This SFAS requires that an impairment loss be
         recognized whenever the carrying amount of an asset
         exceeds the sum of the estimated future cash flows
         (undiscounted) of the asset.  Under SFAS No. 121, the
         Company performed its impairment review of proved oil
         and gas properties on a production sharing contract
         basis.  The adoption of SFAS No. 121 had no impact on
         the consolidated financial statements of the Company.

    (e)  LNG Revenue Recognition

         The Company recognizes its share of liquefied natural
         gas (LNG) revenues net of Pertamina's plant operating
         costs, transportation charges and project debt service. 
         The Company is not a party to any gas balancing
         arrangements.

    (f)  Income and Other Taxes

         The Company is a partnership and, therefore, does not
         pay income taxes. Since the Company's subsidiaries are
         corporations, income taxes included in the accompanying
         financial statements represent the domestic and foreign
         taxes applicable to such entities.

                      UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)

    (f)  Income and Other Taxes (continued)

         The Company's subsidiary, ENSTAR Corporation (ENSTAR),
         and its subsidiaries file a consolidated federal
         corporate income tax return.

         Certain income and expense items are recorded during
         different periods for financial statement and income
         tax purposes.  Deferred income taxes are provided for
         these differences.   

         The Company follows the Statement of Financial
         Accounting Standards No. 109 (Statement 109),
         "Accounting for Income Taxes."  Under Statement 109,
         the liability method is used in accounting for income
         taxes.  Under this method, deferred tax assets and
         liabilities are determined based on differences between
         financial reporting and tax bases of assets and
         liabilities and are measured using the enacted tax
         rates and laws that will be in effect when the
         differences are expected to reverse.  An impairment
         evaluation, with reserves recorded as necessary for any
         tax benefit not expected to be realized, is required of
         deferred tax assets.  A current tax expense or benefit
         is recognized for estimated taxes payable or refundable
         on tax returns for the current year.

    (g)  Concentrations of Credit Risk

         Financial instruments which may subject the Company to
         concentrations of credit risk consist principally of
         short-term investments and trade receivables.  The
         Company's excess cash is invested in time deposits with
         major banks.  These deposits are purchased at a
         maturity of three months or less, and have minimal
         risk.       

         The Company's receivables consist primarily of the
         revenues derived from the sale of LNG under long-term
         contracts with utility and industrial companies in
         Japan, Taiwan and Korea.  The buyers of the LNG make
         payment in United States dollars to a U.S. bank as
         trustee for the Joint Venture and other parties.  The
         trustee, after deducting plant operating costs,
         transportation charges and project debt service from
         the gross LNG sales proceeds, distributes the net
         proceeds to the Joint Venture participants and other
         parties.  The Company's trade receivables at December
         31, 1995 result principally from sales of LNG and oil
         and are considered current and collectible, and
         collateral is not required to secure such receivables.
<PAGE>
                      UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)

    (g)  Concentrations of Credit Risk  (continued)

         During the years ended 1995 and 1994, sales to Osaka
         Gas Co., Ltd., The Kansai Electric Power Co., Inc., and
         The Chubu Electric Power Co., Inc.  individually
         accounted for more than 10 percent of the Company's
         total revenues.  During the year ended 1993, sales to
         Osaka Gas Co., Ltd., The Kansai Electric Power Co.,
         Inc., The Chubu Electric Power Co., Inc., and Kyushu
         Electric Power Co., Inc.  individually accounted for
         more than 10 percent of the Company's total revenues.

    (h)  Fair Value of Financial Instruments

         The Company has various types of financial instruments
         consisting of cash and cash equivalents, accounts
         receivable, accounts payable, and accrued liabilities. 
         The carrying amount approximates fair value because of
         the short maturity of these instruments.

    (i)  Foreign Currency

         The functional currency for translating the accounts of
         foreign subsidiaries is the U. S. dollar.  Transaction
         gains and losses resulting from the effect of exchange
         rate fluctuations on transactions in currencies other
         than the functional currency are included in the
         determination of net income.

(3) INDONESIAN OIL AND GAS PROPERTIES 

    The Company, through its subsidiaries, has a 23.125 percent
    interest in, and is the operator of, the Joint Venture that
    has certain oil and gas exploration and production rights in
    Indonesia through a Production Sharing Contract (PSC) which
    was amended and extended in 1990 until August 7, 2018 with
    Pertamina, the state petroleum enterprise of the Republic of
    Indonesia.  In addition, other subsidiaries of UTPH and
    LASMO each own a 26.25 percent interest in the Joint
    Venture.

    Virginia Indonesia Company (VICO), a subsidiary of the
    Company, is the operator of the Joint Venture and is
    responsible for conducting exploration and development
    activities within the PSC area.  The cost of such activities
    is funded by the Joint Venture partners to VICO.  In
    addition to operating management responsibility, the
    operator acts as a custodian of Joint Venture cash received
    from its partners until disbursed in payment of operating
    and capital expenditures.  At December 31, 1995 and 1994,
    cash and cash equivalents included $2,777 and $1,629,
    respectively, advanced from the other Joint Venture
    partners.

                      UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)

(3) INDONESIAN OIL AND GAS PROPERTIES (continued) 
    
    The PSC permits the Joint Venture to recover their costs of
    exploration, development and production - including general
    and administrative expenses - from oil and gas revenues as
    follows: capital costs are based on recoverable double-
    declining balance depreciation over various useful lives,
    which average fourteen years; non-capital costs are
    recovered in the year incurred.
    
    The Joint Venture, and thus the Company, has no ownership
    interest in oil and gas reserves and related assets, but
    rather receives revenues from the sale of oil, condensate,
    liquefied petroleum gas (LPG) and LNG in accordance with the
    PSC.  The Joint Venture is required to sell out of its share
    of oil and condensate production 8.5 percent (7.2 percent
    after August 7, 1998) of the total oil and condensate
    production from the contract area for Indonesian domestic
    consumption.   Such amounts were purchased for domestic use
    in 1995, 1994 and 1993.  The sales price for the domestic
    market consumption is $0.20 per barrel with respect to
    fields commencing production prior to February 23, 1989. 
    For fields commencing production after that date, domestic
    market consumption is priced at 10 percent of the weighted
    average price of crude oil sold from such fields.  However,
    for the first sixty consecutive months of production from
    new fields, domestic market consumption is priced at the
    official Indonesian Crude Price (ICP).  The Semberah field
    which commenced production in December 1991 is exempt from
    the domestic obligation pricing until December 1996.

    The share of revenues from the sale of gas after cost
    recovery through August 7, 1998 will remain at 35 percent to
    the Joint Venture after Indonesian income taxes and 65
    percent to Pertamina.  The split after August 7, 1998 will
    be 25 percent to the Joint Venture after Indonesian income
    taxes and 75 percent to Pertamina for gas sales under the
    1973 LNG Sales Contract, the 1981 LNG Sales Contract and
    extension,  Korean carryover quantities and the seven 1986
    liquefied petroleum gas (LPG) Sales Contracts to the extent
    that the gas to fulfill these contracts is supplied from the
    Badak or Nilam fields.  For the gas used to fulfill the
    eleven-year extension (2000 - 2010) to the 1973 LNG Sales
    Contract that is supplied from the Badak or Nilam fields,
    41.655 percent of such gas shall be split 25 percent to the
    Joint Venture after Indonesian income taxes and 75 percent
    to Pertamina with the remaining gas supplying this extension
    to be split 30 percent to the Joint Venture after Indonesian
    income taxes and 70 percent to Pertamina.   All other LNG
    sales contract revenues after August 7, 1998 will be split
    30 percent after Indonesian income taxes to the Joint
    Venture and 70 percent to Pertamina.<PAGE>

                      UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)

(3) INDONESIAN OIL AND GAS PROPERTIES (continued)

    Based on current and projected oil production, the revenue
    split from oil sales after cost recovery through August 7,
    2018 will remain at 15 percent to the Joint Venture after
    Indonesian income taxes and 85 percent to Pertamina.  These
    revenue splits are based on Indonesian income taxes of 56
    percent through August 7, 1998, and 48 percent thereafter.

    Pertamina currently sells LNG to Japanese, Korean and
    Taiwanese utility and industrial customers primarily under
    five long-term contracts that expire in 1999, 2003, 2009,
    2013 and 2014, respectively.  Contracted sales of LNG to
    these customers approximated 73 percent, 72 percent, and 68
    percent of the Company's gross revenues in 1995, 1994 and
    1993, respectively.

(4) CASH AND CASH EQUIVALENTS

    At December 31, 1995 and 1994, cash and cash equivalents
    included short-term deposits and highly liquid debt
    instruments, purchased at a maturity with three months or
    less, of $4,882 and $3,421, respectively.

(5) PROPERTY, PLANT AND EQUIPMENT

    Property, plant and equipment is as follows:

                                            1995         1994  
                                                   
    Oil and gas properties              $1,049,708   $1,023,546
      
    Less: Accumulated depletion            672,130      630,414
                                           377,578      393,132
    Other, net of accumulated 
      depreciation of $1,413 in 
      1995 and $1,085 in 1994                  851        1,028      
                
                                        $  378,429   $  394,160

(6) ACCRUED LIABILITIES

    As at December 31, 1995 and 1994, accrued liabilities
    consisted of:
                                              1995         1994

    Accrued IPU liability                  $ 5,629      $ 5,792
    Indonesian operating accruals            7,937        8,179
    Other                                    1,029        1,016
    
                                           $14,595      $14,987

<PAGE>
                      

                       UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)

(7) LEASES 

    The following is a schedule, by year, of minimum future
    rental payments required under operating leases that have
    initial or remaining noncancelable lease terms in excess of
    one year:

              1996                          $ 3,087
              1997                            1,562
              1998                              472
              1999                              411
              2000                              412
              2001 and after                     34

                                            $ 5,978

    The above commitments represent leases on the Joint
    Venture's U.S. and Indonesian offices, housing leases, and
    contract commitments with various suppliers which cover
    drilling services, geological services and office
    administrative functions, and are included net of estimated
    cost recovery.

    The Company charges its proportionate share of the Joint
    Venture's rent expense to operations for all operating
    leases.

(8) INCOME AND OTHER TAXES              

    At December 31, 1995, the Company had investment tax credit
    carryovers of $3,207 that expire in 1996 through 2001, net
    foreign tax credit carryovers of $32,324 for regular tax
    purposes and $141,712 for alternative minimum tax purposes
    both of which expire in 1996 through 2000.

    The Company has a minimum tax credit of $15,628 that carries
    forward indefinitely.  Deferred tax assets of $32,324 and
    $23,493 for foreign tax credit carryforwards and $3,207 and
    $3,523 for investment tax credit carryforwards at December
    31, 1995 and 1994, respectively, have been offset by a
    valuation allowance. 
<PAGE>
                      UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)

(8) INCOME AND OTHER TAXES (continued)
    
    Deferred income taxes reflect the net tax effects of
    temporary differences between the carrying amounts of assets
    and liabilities for financial reporting purposes and the
    amounts used for income tax purposes.  Significant
    components of the Company's deferred tax liabilities as of
    December 31, 1995 and 1994 are as follows:

                                            1995      1994  
              
    Deferred tax liabilities:

     Oil and gas proven property costs 
      capitalized for financial purposes
      and deducted for foreign taxes       $158,364  $162,966



    For financial reporting purposes, income before income taxes
    includes the following components:

                                  1995      1994      1993
                                                       
    Pretax income:
      U. S.                      $ (1,402) $ (2,423) $ (7,026)
      Foreign                     135,824   125,056   125,213

                                 $134,422  $122,633  $118,187


    Significant components of the provision for income taxes
    attributable to continuing operations are as follows:

                                  1995      1994      1993
                                                      
       Current:
         Federal                 $ 3,050   $ 2,884   $ 2,446
         Foreign                  95,833    87,777    88,430
                                  98,883    90,661    90,876

       Deferred:
         Foreign                  (4,602)   (4,240)   (3,164)


                                 $94,281   $86,421   $87,712

<PAGE>
                      UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)

(8) INCOME AND OTHER TAXES (continued)
         
    The reconciliation of income tax attributable to continuing
    operations computed at the U.S. federal statutory rates to
    income tax expense is:

                                    1995        1994      1993
                                                      

      Tax at U.S. Statutory Rate   35.0%       35.0%     35.0%

      Foreign statutory tax rate 
       in excess of federal 
       statutory tax rate          21.0%       21.0%     21.0%

      Expenses not deductible in 
       calculating Indonesian 
       taxes                       11.2%       11.0%     12.8%

      U.S. taxes related to 
       foreign operations           2.3%        2.4%      2.1%
  
      Other                         0.6%        1.1%      3.3%
  
      Total                        70.1%       70.5%     74.2%

    <PAGE>
                      UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)

(9) INDONESIAN PARTICIPATING UNITS (IPUs)

    The IPUs were issued, with no assigned value, in connection
    with the acquisition of ENSTAR in 1984 and represent a general
    obligation of the Company to make quarterly participation
    payments until September 25, 1999, at which time the IPUs will
    expire with no residual value. The amount of each quarterly
    participation payment will be measured by a fixed percentage
    of Net Cash Flow (as defined below) from the Joint Venture. 
    While the amount of the Participation Payments, which are
    treated as reductions from revenues, will vary quarter to
    quarter depending upon the amount of Net Cash Flow, payment of
    the amounts due to the IPU holders is an obligation of the
    Company, not dependent upon the discretion of the partners of
    the Company.  The rights of the IPU holders are those of a
    general creditor of the Company and thus the IPU holders have
    no equity interest in the Company in the nature of a general
    or limited partnership interest or otherwise.  The IPU holders
    derive no economic benefit from the business activities of the
    Company other than the Joint Venture.

    Each IPU entitles the holder to receive, until September 25,
    1999, a quarterly participation payment equal to 1/14,077,747
    of 32 percent of net positive cash flow.  Net Cash Flow,
    attributable to IPU holders, is equal to the product of (i) a
    fraction, the numerator of which is equal to the number of
    IPUs outstanding on the last business day of such quarterly
    period, and the denominator of which is 14,077,747, multiplied
    by (ii) 32 percent of specified revenues net of specified
    expenditures from the Joint Venture.  The above calculation
    was the result of negotiations among the parties to the 1984
    merger of ENSTAR Corporation into the Company and represents
    the amount of future income from the Joint Venture that the
    Company has agreed to pay to the former stockholders of ENSTAR
    in the form of payments on the IPUs.   If Net Cash Flow is
    zero or negative for any quarterly period, no Participation
    Payments for that quarter will be made.  The Company maintains
    an irrevocable letter of credit for the benefit of the IPU
    holders in an amount equal to 240 percent of the most recent
    quarterly distribution.  At December 31, 1995 and 1994, there
    were 10,778,590 IPUs issued and outstanding.  Based on the
    closing price on the American Stock Exchange of the IPUs at
    December 31, 1995 of $3.875 per unit, the outstanding IPUs had
    a total market valuation of $42 million.

<PAGE>
 
                     UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)


                     Calculation of Net Cash Flow and
                          Participation Payments


                                           1995          1994  

Positive cash flow:

  Gas receipts                           $185,710      $188,211
  Oil and condensate receipts              32,386        33,411
  Other non-revenue cash receipts from   
     Joint Venture                          6,973         5,370

    Total positive cash flow              225,069       226,992

Less negative cash flow:

  Expenditures to Joint Venture            52,230        56,150
  Indonesian income taxes                  95,478        90,264

    Total negative cash flow              147,708       146,414


Net positive cash flow from 23.125%
  interest in Joint Venture              $ 77,361      $ 80,578


Net cash flow for benefit of IPU holders $ 18,970      $ 19,724


Participation Payment per unit           $   1.76      $   1.83

<PAGE>
 
                     UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)

(10)     LONG-TERM DEBT
    
    The 8-1/4% convertible subordinated guaranteed debentures, due
    in December 1995, were repaid on January 5, 1994 in the
    principal amount of $36,400.  The debentures had a carrying
    value at December 31, 1993 of $33,292 resulting in an
    extraordinary loss on redemption of $3,108, which was
    recognized in the first quarter of 1994.

(11)     BENEFIT PLANS

    VICO has a defined contribution retirement plan that covers
    its eligible employees.  Although VICO expects to provide an
    annual contribution based on a percentage of each eligible
    employee's salary, the actual contribution is determined at
    the end of each year by its Board of Directors and may vary
    depending upon circumstances.  Defined contribution pension
    expense is funded by the Joint Venture participants and the
    Company's share of such expense for the years ended December
    31, 1995, 1994 and 1993 was $216, $211 and $263, respectively.

    VICO provides severance pay to its employees based upon salary
    and length of service.  Such severance pay is accrued over the
    service life of the employees and is funded by the Joint
    Venture.  The Company has provided approximately $2.0 million,
    $1.1 million and $0.2 million for the years ended December 31,
    1995, 1994 and 1993 respectively for its share of future
    severance payments.

    The Company has a defined benefit pension plan established by
    ENSTAR that covers ENSTAR's former employees who are
    considered terminated and fully vested.  ENSTAR's pension
    funding policy is to contribute an amount meeting the
    requirement of the Employees Retirement Income Security Act. 
    The estimated reconciliation of the funded status of ENSTAR's
    pension plan as at December 31, 1995, 1994 and 1993
    respectively was as follows:<PAGE>

                      UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)

(11)     BENEFIT PLANS (continued)

                                     1995      1994      1993  
    Actuarial present value of:

       Vested accumulated benefit
         obligation                $(18,233) $(16,155) $(17,763)

       Projected vested benefit
         obligation                $(18,233) $(16,155) $(17,763)
       Fair value of plan assets     16,287    13,902    14,902
       
        Unfunded projected benefit
         obligation                  (1,946)   (2,253)   (2,861)
        Unrecognized net        
         loss                           767     1,243     1,661
        Unrecognized net transition
         obligation                     803       837       872
        Adjustment required to 
         recognize minimum 
         liability                   (1,570)   (2,080)   (2,533)

        Accrued pension cost 
         recognized in the
         Consolidated Balance 
         Sheet                     $ (1,946) $ (2,253) $ (2,861)


    The minimum liability that must be recognized is equal to the
    excess of the accumulated benefit obligation over the fair
    value of plan assets.  A corresponding amount is recognized as
    either an intangible asset or a reduction to Partners'
    Capital.

    The pension expense for 1995, 1994 and 1993 was composed of
    the following:

                                     1995      1994      1993  

    Interest cost                  $  1,318  $  1,317  $  1,300
    Actual return on plan 
     assets                          (3,623)   (1,063)   (1,107)
    Net amortization and deferral     2,595        35        35

                                   $    290  $    289  $    228
<PAGE>
                      UNIMAR COMPANY AND SUBSIDIARIES

          Notes to Consolidated Financial Statements (continued)
           (in thousands of dollars unless otherwise indicated)

(11)     BENEFIT PLANS (continued)

    The assumed discount rate used in determining the projected
    benefit obligation was 7.25 percent, 8.5 percent and 7.5
    percent for 1995, 1994 and 1993, respectively.  The assumed
    long-term rate of return on plan assets was 8 percent for
    1995, 1994 and 1993.  Plan assets are invested in equity and
    fixed income securities.

(12)     CLAIMS AND LITIGATION

    The Company has pending litigation arising in the ordinary
    course of its business.  However, none of the litigation is
    expected to have a material adverse effect on the Company's
    financial position or results of operations.  The Company also
    has a reserve of $4.2 million for potential exposure in a
    royalty dispute.  The Company believes it may have valid
    defenses against such claims.

(13)     RELATED PARTY TRANSACTIONS 

    All aspects of the Company's business that are not associated
    with the operating management of the Joint Venture, such as
    legal, accounting, tax and other management functions are
    supplied by VICO or employees of the partners in accordance
    with management agreements negotiated among the parties.  For
    the years 1995, 1994 and 1993, the charges approximated $500,
    $400 and $500, respectively.

    The Company holds demand notes in the amount of $40,000 from
    or guaranteed by affiliates of each partner.  These funds will
    be made available to the Company if additional working capital
    is required.

    In addition to acting as the operator of the Joint Venture, 
    VICO performs engineering, pipeline maintenance, and human
    resource related services for the operator of the LNG Plant,
    P.T. Badak Natural Gas Liquefaction Company (P.T. Badak). 
    During the years ended December 31, 1995 and 1994, VICO billed
    P.T. Badak $20.2 million and $21.8 million, respectively, for
    services rendered.  Accounts receivable from P.T. Badak
    approximated $2.3 million and $2.4 million at December 31,
    1995 and 1994, respectively.

<PAGE>
                      UNIMAR COMPANY AND SUBSIDIARIES

    SUPPLEMENTAL FINANCIAL INFORMATION (Unaudited)

    The following items are contained in this section:

    (a) Indonesian oil and gas operations
    (b) Interim financial data


  (a) INDONESIAN OIL AND GAS OPERATIONS

    The Company's estimated net share of Indonesian oil and gas
    reserves is shown in Table 1.  The estimated proved reserves
    of gas and oil and condensate as of December 31, 1995, 1994, 
    1993 and 1992 attributable to the Joint Venture's interest in
    the production sharing contract in East Kalimantan were
    prepared by petroleum engineers employed by LASMO, an
    affiliate of Ustar.

    Net share estimates are the Company's present best estimates
    of the share of proved Indonesian reserves attributable to
    revenue the Company would receive, before Indonesian income
    taxes, under the terms of the Production Sharing Contract, as
    extended through August 7, 2018 based upon assumptions
    regarding levels of Joint Venture expenditures over the life
    of the project, oil and gas prices, firm contract sales
    commitments and potential sales opportunities and  upon
    numerous other assumptions.  The Company has no ownership
    interest in the Indonesian reserves in place, but rather
    shares in production and revenue from the sale of oil,
    condensate, LPG and LNG in accordance with the PSC. The
    reserve estimates are subject to revision as prices fluctuate
    due to the cost recovery feature for field and other operating
    costs under the PSC and for changes in the Indonesian income
    tax rate.  Because of the number and range of these variables,
    no representation can be made that the net share estimates set
    forth below are accurate, and any changes in such variables
    will impact such estimates and the cash flows the Company may
    realize in the future.

    Oil and gas reserves are considered proved if economic
    producibility is supported by either actual production or
    conclusive formation tests.  Proved developed reserves are
    reserves that can be expected to be recovered through existing
    wells with existing equipment and operating methods.  Proved
    undeveloped reserves are reserves that are expected to be
    recovered from new wells on undrilled acreage or from existing
<PAGE>
 
          INDONESIAN OIL AND GAS OPERATIONS (continued)


    wells where a relatively significant expenditure is required
    to permit production.  These estimates do not include reserves
    which may be found by extension of proved areas, reserves
    which have been estimated considering known geological and
    seismic data and previous experience with similar reservoirs,
    or reserves recoverable by secondary or tertiary recovery
    methods unless these methods are in operation and showing
    successful results.  These estimates include reserves that are
    not currently under contract, but which management expects may
    be marketed during the remaining period in which the Company
    has the right to produce such reserves, but for which there is
    no assurance of sales.  Estimates of reserves require
    extensive judgments of reservoir engineering data and are
    generally less precise than other estimates used in connection
    with financial reporting.  Actual future revenues from proved
    reserves estimates may vary significantly from estimated
    future cash flows due to changes in prices of oil and gas, and
    in the timing of actual production in future periods.  Actual
    production and development costs will vary from those
    estimated due to inflation and other factors.

<PAGE>

INDONESIAN OIL AND GAS OPERATIONS (continued)

                                      TABLE 1

                        Quantities of Oil and Gas Reserves
                      (Oil in Thousands of BBLS; Gas in MMCF)


                                           Oil        Gas    
                                         

Proved Developed and Undeveloped 
 Reserves:                               

 As of December 31, 1992                 11,288    1,026,340 

    Revisions to previous estimates       4,044      133,820 

    Production                           (1,778)     (84,920)

 As of December 31, 1993                 13,554    1,075,240

    Revisions to previous estimates       2,724       96,257

    Production                           (1,891)     (92,408)

 As of December 31, 1994                 14,387    1,079,089

    Revisions to previous estimates       2,916       (6,943)
    
    Production                           (1,753)     (88,830)

 As of December 31, 1995                 15,550      983,316
 


Proved Developed Reserves:

 As of December 31, 1992                  7,632      733,354

 As of December 31, 1993                 10,281      727,536

 As of December 31, 1994                 11,731      877,140

 As of December 31, 1995                 13,782      779,425

<PAGE>

INDONESIAN OIL AND GAS OPERATIONS (continued)


Table 2 shows costs incurred in oil and gas property acquisition,
exploration and development activities.

                                  TABLE 2

            Costs Incurred in Oil and Gas Property Acquisition,
                  Exploration and Development Activities
               Years ended December 31, 1995, 1994 and 1993
                          (Thousands of dollars)

                                    1995         1994       1993

Exploration costs                 $   102      $ 2,545    $ 5,223
Development costs                  26,157       31,878     36,328


Table 3 shows results of operations for oil and gas producing
activities.

                                  TABLE 3

        Results of Operations for Oil and Gas Producing Activities
               Years ended December 31, 1995, 1994, and 1993
                          (Thousands of dollars)

                                    1995         1994       1993 

                                                     

Revenues                          $202,019     $197,925   $200,581

Production costs                    24,416       19,618     17,836

Exploration costs                      102        2,787      4,947

Depreciation, depletion 
 and amortization                   41,717       50,554     52,710

Income tax expense                  94,311       86,357     87,640

Results of operations for
 producing activities (1)         $ 41,473     $ 38,609   $ 37,448


(1)   Excludes corporate overhead and interest costs.
<PAGE>
INDONESIAN OIL AND GAS OPERATIONS (continued)

     Table 4 shows a standardized measure of discounted future net
cash flows and changes therein relating to proved oil and gas
reserves using an annual discount of 10 percent and the Company's
net share estimates referred to in the preface to Table 1. 
Generally, estimated future cash inflows have been computed by
applying year-end prices of oil and gas to estimated future
production of proved oil and gas reserves.  Future development and
production costs have been computed by estimating the future
expenditures (based on year-end costs) to be incurred in developing
and producing the proved reserves, assuming continuation of
existing economic conditions.  Future income tax expenses have been
calculated by using the year-end statutory tax rate for Indonesia
of 56 percent through August 7, 1998 and 48 percent thereafter. 
Indonesian net cash flow estimates are the Company's present best
estimates of the share of future net revenues, after Indonesian
taxes and capital and operating contributions to the Joint Venture,
that the Company would receive if proved reserves are produced
under the terms of the PSC, as extended, based upon assumptions
regarding levels of Joint Venture expenditures over the life of the
project, firm contract sales commitments and potential sales
opportunities and upon numerous other assumptions.  Additionally,
the net cash flow estimates include amounts due IPU holders.

     Because of the number and range of these variables, no
representation can be made that the net cash flow estimates set
forth below are accurate, and any change in such variables will
impact the cash flows the Company may realize in the future.
<PAGE>
                                  TABLE 4

       Standardized Measure of Discounted Future Net Cash Flows and
          Changes Therein Relating to Proved Oil and Gas Reserves
                    At December 31, 1995, 1994 and 1993
                          (Thousands of dollars)


                               1995        1994         1993   

Future cash inflows         $2,421,947  $2,372,316   $2,085,222
Future production and 
  development costs           (489,767)   (593,791)    (589,163)
Future income tax expenses    (948,669)   (874,477)    (740,808)

Future net cash flows          983,511     904,048      755,251

10% annual discount for
  estimated timing of 
  cash flows                  (488,307)   (442,377)    (375,500)

Standardized measure of
  discounted future net
  cash flows                $  495,204  $  461,671   $  379,751


The following are the principal sources of changes in the
standardized measure of discounted future net cash flows for proved
reserves during 1995, 1994 and 1993.



                               1995        1994         1993   
                                     (Thousands of dollars)

Standardized measure of discounted
  future net cash flows at 
  beginning of period       $  461,671  $ 379,751    $  520,810

Sales and transfers of oil and gas 
  produced, net of production 
    costs                     (180,507)  (176,275)     (177,720)

Net changes in prices and 
  production costs             157,100    159,985      (367,050)

Development costs incurred
  during the period             26,157     31,878        36,328

Revisions of previous
  quantity estimates           (26,301)    67,590       104,367

Accretion of discount           86,109     71,775        92,991

Net change in income taxes     (29,025)   (73,033)      170,025

Standardized measure of discounted
 future net cash flows at end
 of period                  $  495,204  $  461,671   $  379,751



Note:  The standardized measure of discounted future net cash flows at
       December 31, 1995, 1994 and 1993 included $54,805, $59,571 and
       $59,629, respectively, in future net cash flows attributable to
       IPU holders  (See Footnote 9).

<PAGE>

b) INTERIM FINANCIAL DATA (Unaudited)

   The following table shows summary quarterly data for 1995, 1994 and 1993:
<TABLE>
<CAPTION>
                        1st         2nd          3rd          4th
                      Quarter     Quarter      Quarter      Quarter

<S>                  <C>         <C>          <C>          <C>
Year Ended December 31, 1995

Revenues             $ 60,539    $ 53,261     $ 43,734     $ 44,485

Operating profit     $ 42,594    $ 36,271     $ 28,255     $ 28,331

Net earnings         $ 14,172    $ 11,022     $  8,296     $  6,651


Year Ended December 31, 1994

Revenues             $ 55,151    $ 42,717     $ 51,941     $ 48,116

Operating profit     $ 35,384    $ 26,018     $ 31,029     $ 32,530

Earnings before      $  9,818    $  8,509     $ 10,088     $  7,797
 Extraordinary item

Net earnings         $  6,710    $  8,509     $ 10,088     $  7,797
/TABLE
<PAGE>

Item 9. Changes in and Disagreements with Accountants on
        Accounting and Financial Disclosures.

    See Item 14(b).


                                 PART III


Item 10. Directors and Executive Officers of the Registrant.

    The management, budgeting and financial control of the
Company's interest in the Indonesian Joint Venture operations are
exercised by a Management Board consisting of six members, three
appointed by each partner.  The following persons currently serve
as members of the Company's Management Board:

    GEORGE W. BERKO (age 49) was appointed to the Company's
Management Board in May 1992. In January 1996 he was appointed
Controller of VICO.  Since May 1992, he has served as the Partners'
representative for Investor Relations, Treasurer and Chief
Financial and Accounting Officer of ENSTAR, ENSTAR Indonesia, Inc.,
INTERNATIONAL, and certain of their subsidiaries, and has been
LASMO America Ltd.'s Vice President - Unimar Accounting.  From
October 1990 until April 1992, he was Vice President, Controller of
Ultramar Oil and Gas Limited, and prior to that time, he was a
General Manager of American Ultramar Ltd. from December 1984.
    
    IAN D. BROWN (age 46) was appointed to the Company's
Management Board in February 1993.  He is also Director and
Chairman of ENSTAR and certain of its affiliates.  Since October
1995 he has been Director of Pakistan LNG Development for LASMO. 
From January 1994 to September 1995 he served as President and
General Manager of LASMO Companies in Indonesia.  In January 1993,
he was appointed Director, Indonesian Joint Venture for LASMO plc
and a member of the VICO Board.  Since May 1986, he served as
Commercial Manager for LASMO plc, and from February 1987, Managing
Director, LASMO Trading Limited, the marketing, trading and
transportation affiliates of the parent company.

    LARRY D. KALMBACH (age 44) was appointed to the Company's
Management Board in February 1993.  He is also a Director of ENSTAR
and certain of its affiliates.  Since February 1995 he has been
Vice President and Chief Financial Officer of UTPH.  Prior to that
he held several executive and management positions with UTPH
including Vice President - Finance from 1993 to 1995 and Vice
President and Controller from 1986 to 1993.
<PAGE>
    

    WILLIAM M. KRIPS (age 56) was appointed to the Company's
Management Board in January 1987 and in May 1994 was appointed
Chairman of the Management Board.  He is also a Director of ENSTAR
and certain of its affiliates.  Since 1994, he has been Senior Vice
President of UTPH.  Prior to that time, he has served as Senior
Vice President - Exploration & Production, Senior Vice President
and General Manager - U. S. Exploration and Production, Senior Vice
President and General Manager - Hydrocarbon Products Group and Vice
President and General Manager - International Operations.

    ARTHUR W. PEABODY, JR. (age 52) was appointed to the Company's
Management Board in February 1992.  He is also a Director of
ENSTAR, ENSTAR Indonesia, Inc., International and VICO.  Since May
1994, he has served as Senior Vice President of UTPH and has held
several executive positions with UTPH including Senior Vice
President - Exploration and Production, Senior Vice President and
General Manager - Hydrocarbon Products Group, Vice President -
Planning and Administration and Vice President - Acquisitions and
Planning.

    RICHARD L. SMERNOFF (age 54) was appointed to the Company's
Management Board in July 1995.  He is also a Director of ENSTAR,
ENSTAR Indonesia, Inc., INTERNATIONAL and VICO.  Since March 1,
1994 he has served as Finance Director of LASMO.  He has spent some
fourteen years in senior finance positions in the oil and gas
industry, most recently as Senior Vice President with Amerada Hess
Corporation in the United States. Prior to joining the Company he
was Chief Financial Officer of Datascope Corp.
 
    As set forth above, control of the Company's operations is
exercised by the Management Board.  The Company, a Texas general
partnership, does not have any Executive Officers.

Item 11. Executive Compensation.

    The Company has no executive officers, and no members of the
Management Board are paid directly by the Company.  All members of
the Management Board are full-time employees of UTPH or LASMO, or
their respective subsidiaries, and do not receive from the Company
any remuneration for their services to the Company.  Moreover, the
Company has no employees who are compensated for their services to
the Company.  VICO and its subsidiaries, have employees who are
responsible for the daily operating activities of the Joint Venture
and are compensated by the Joint Venture.  See Item 13 below for
information concerning the Company's reimbursement to LASMO for
services rendered to the Company by one of LASMO's designees on the
Management Board.

Item 12. Security Ownership of Certain Beneficial Owners and
         Management.

    The Company is a Texas general partnership and as such has no
voting securities apart from the general partnership interests
owned by the partners.  The table below reflects the beneficial
ownership of 100 percent of the partnership interests in the
Company as of March 15, 1996:<PAGE>

                      Name and Address of  Amount Beneficially
Title of Class         Beneficial Owner           Owned       

General Partnership   LASMO plc                   50%
  Interest            100 Liverpool Street
                      London EC2M 2BB
                      England


                      Name and Address of  Amount Beneficially
Title of Class         Beneficial Owner           Owned       

General Partnership   Union Texas Petroleum       50% 
  Interest             Holdings, Inc.
                      1330 Post Oak Boulevard
                      Houston, Texas  77252


Item 13. Certain Relationships and Related Transactions.

    The partners of the Company provide management expertise,
office space, and administrative, legal and professional services. 
For such services, a management fee of approximately $455 and $434
was charged in 1995 and 1994, respectively, including $147 ($109 in
1994) paid in respect of Mr. Berko's services.

    The Company holds demand notes in the amount of $40 million
from or generated by affiliates of each partner.  These funds will
be made available to the Company if additional working capital is
required.

    As operator of the Joint Venture, VICO conducts exploration
and development activities within the PSC area.  The cost of such
activities is funded by the Joint Venture participants to VICO.  In
addition, VICO performs engineering, pipeline maintenance and human
resource related services for the operator of the LNG Plant, P.T.
Badak Natural Gas Liquefaction Company (P.T. Badak).  For the year
ended December 31, 1995 and 1994 VICO billed P.T. Badak $20.2
million and $21.8 million respectively for services rendered. 
Accounts receivable from P.T. Badak approximated $2.3 million at
December 31, 1995 ($2.4 million at December 31, 1994).<PAGE>

                                  PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports
         on Form 8-K.


    (a)(1)  Financial Statements listed below are included as 
            Part II, Item 8 hereof on the pages indicated:


              Independent Auditors' Report               26

              Report of Independent Auditors             27
              
              Consolidated Balance Sheet,
                 December 31, 1995 and 1994              28

              Consolidated Statement of Earnings,
                 Years ended December 31, 1995,
                 1994 and 1993                           29

              Consolidated Statement of Cash Flows,
                 Years ended December 31, 1995,
                 1994 and 1993                           30

              Consolidated Statement of Changes in 
                 Partners' Capital, Years ended
                 December 31, 1995, 1994 and 1993        31

              Notes to Consolidated Financial
                 Statements                              32-45

              Supplemental Financial Information
                 (unaudited)                             46-52


All schedules are omitted as they are not applicable.<PAGE>

    (a)(3)   The following documents are included as Exhibits to
             this Report.   Unless it has been indicated that a
             document listed below is incorporated by reference
             herein, copies of the document have been filed
             herewith.

    (2)-1-   Merger Agreement, dated May 22, 1984, and Amendment
             Agreements thereto, dated June 8, 1984 and June 12,
             1984 (incorporated by reference to Annex A to the
             Prospectus/Proxy Statement included in the Company's
             Registration Statement on Form S-14 (No. 2-93037)).*

    (2)-2-   Agreement of Merger, dated as of August 28, 1984
             (incorporated by reference to Annex B to the
             Prospectus/Proxy Statement included in the Company's
             Registration Statement on Form S-14 (No. 2-93037)).*

    (2)-3-   Divestiture Agreement, dated June 20, 1984 (filed as
             Exhibit 2.3 to the Company's Registration Statement
             on Form S-14 (No. 2-93037)).*

    (3)-1-   Amended and Restated Agreement of General
             Partnership of Unimar Company dated September 11,
             1990 between Unistar, Inc. and Ultrastar, Inc.
             (filed as Exhibit (3)-4- to the Company's 1990 Form
             10-K (No. 18791)).*

    (4)-1-   Form of Indenture between Unimar and Irving Trust
             Company, as Trustee (filed as Exhibit 4 to the
             Company's Registration Statement on Form S-14 (No.
             2-93037)).*

    (4)-2-   First Supplemental Indenture, dated as of October
             31, 1986, to the Indenture between Unimar and Irving
             Trust Co., as Trustee (Exhibit (4)-1 above) (filed
             as Exhibit 10.114 to Union Texas Petroleum Holdings,
             Inc.'s Registration Statement on Form S-1 (No. 33-
             16267)).*

    (10)-1-  Joint Venture Agreement, dated August 8, 1968, among
             Roy M. Huffington, Inc., Virginia International
             Company, Austral Petroleum Gas Corporation, Golden
             Eagle Indonesia, Limited, and Union Texas Far East
             Corporation, as amended (filed as Exhibit 6.6 to
             Registration Statement No. 2-58834 of Alaska
             Interstate Company).*

    (10)-2-  Agreement dated as of October 1, 1979, among the
             parties to the Joint Venture Agreement referred to
             in Exhibit (10)-1- above (filed as Exhibit 5.2 to
             Registration Statement No. 2-66661 of Alaska
             Interstate Company).*



             *  Incorporated herein by reference.<PAGE>
 

   (10)-3-  Amendment to the Operating Agreement dated April 1,
             1990, between Roy M. Huffington, Inc., a Delaware
             corporation, Ultramar Indonesia Limited, a Bermuda
             corporation, Virginia Indonesia Company, a Delaware
             corporation, Virginia International Company, a
             Delaware corporation, Union Texas East Kalimantan
             Limited, a Bahamian corporation, and Universe Gas &
             Oil Company, Inc., a Liberian corporation. (filed as
             Exhibit (10)-3- to the Company's 1993 Form 10-K (No.
             1-8791)).*

    (10)-4-  Amended and Restated Production Sharing Contract
             dated April 23, 1990 (effective August 8, 1968 -
             August 7, 1998) by and between Perusahaan
             Pertambangan Minyak Dan Gas Bumi Negara (Pertamina)
             and Roy M. Huffington, Inc., Virginia International
             Company, Virginia Indonesia Company, Ultramar
             Indonesia Limited, Union Texas East Kalimantan
             Limited, Universe Gas & Oil Company, Inc. and
             Huffington Corporation. (filed as Exhibit (10)-4- to
             the Company's 1993 Form 10-K (No. 1-8791)).*

    (10)-5-  Production Sharing Contract dated April 23, 1990
             (effective August 8, 1998 - August 7, 2018) between
             Perusahaan Pertambangan Minyak Dan Gas Bumi Negara
             (Pertamina) and Roy M. Huffington, Inc., Virginia
             International Company, Virginia Indonesia Company,
             Ultramar Indonesia Limited, Union Texas East
             Kalimantan Limited, Universe Gas & Oil Company, Inc.
             and Huffington Corporation. (filed as Exhibit (10)-
             5- to the Company's 1993 Form 10-K (No. 1-8791)).*

    (10)-6-  Nilam Unit Agreement, effective as of January 1,
             1980, to establish the manner in which the Joint
             Venture and Total will cooperate to develop the
             unitized area of the Nilam Field. 

    (10)-7-  Fourth Amended and Restated Implementation
             Procedures for Crude Oil Liftings, effective as of
             July 1, 1993, among Virginia Indonesia Company,
             LASMO Sanga Sanga Limited, Opicoil Houston, Inc.,
             Union Texas East Kalimantan Limited, Universe Gas &
             Oil Company, Inc. and Virginia International
             Company.  (filed as Exhibit (10)-7- to the Company's
             1994 Form 10-K (No. 1-8791)).*
 
   
             *  Incorporated herein by reference.<PAGE>
 

   (10)-8-  Amended and Restated 1973 LNG Sales Contract, dated
             as of the 1st day of January 1990, by and between
             Perusahaan Pertambangan Minyak Dan Gas Bumi Negara,
             as Seller, and Chubu Electric Power Co., Inc., The
             Kansai Electric Power Co., Inc., Kyushu Electric
             Power Co., Inc., Nippon Steel Corporation, Osaka Gas
             Co., Ltd. and Toho Gas Co., Ltd., as Buyers. (filed
             as Exhibit (10)-8- to the Company's 1993 Form 10-K
             (No. 1-8791)).*

    (10)-9-  Amendment to the 1973 LNG Sales Contract dated as of
             the 3rd day of December, 1973, amended by Amendment
             No. 1 dated as of the 31st day of August, 1976, and
             amended and restated as of the 1st day of January,
             1990 ("1973 LNG Sales Contract"), is entered into as
             of the 1st day of June, 1992, by and between
             Perusahaan Pertambangan Minyak Dan Gas Bumi Negara,
             a state enterprise of the Republic of Indonesia
             (Seller), on the one hand, and Kyushu Electric Power
             Co., Inc. (Kyushu Electric), Nippon Steel
             Corporation (Nippon Steel), and Toho Gas Co., Ltd.
             (Toho Gas), all corporations organized and existing
             under the laws of Japan, on the other hand. (filed
             as Exhibit (10)-9- to the Company's 1993 Form 10-K
             (No. 1-8791)).*

    (10)-10- Amended and Restated Supply Agreement (In Support of
             the Amended and Restated 1973 LNG Sales Contract)
             between Pertamina and Virginia Indonesia Company,
             LASMO Sanga Sanga Limited, Opicoil Houston, Inc.,
             Union Texas East Kalimantan Limited, Universe Gas &
             Oil Company, Inc., and Virginia International
             Company dated September 22, 1993, effective December
             3, 1973. (filed as Exhibit (10)-10- to the Company's
             1993 Form 10-K (No. 1-8791)).*

    (10)-11- Amended and Restated Badak LNG Sales Contract, dated
             as of the 1st day of January, 1990, by and between
             Perusahaan Pertambangan Minyak Dan Gas Bumi Negara,
             as Seller, and Chubu Electric Power Co., Inc., The
             Kansai Electric Power Co., Inc., Osaka Gas Co., Ltd.
             and Toho Gas Co., Ltd., as Buyers. (filed as Exhibit
             (10)-11- to the Company's 1993 Form 10-K (No. 1-
             8791)).*

    (10)-12- Supply Agreement, dated as of April 14, 1981 between
             Perusahaan Pertambangan Minyak Dan Gas Bumi Negara
             (Pertamina) and the parties to the Joint Venture
             Agreement, including the Company. (filed as Exhibit
             (10)-12- to the Company's 1993 Form 10-K (No. 1-
             8791)).*

             *  Incorporated herein by reference.<PAGE>

    (10)-13- Seventh Supply Agreement for Excess Sales
             (Additional Fixed Quantities under Badak LNG Sales
             Contract as a Result of Contract Amendment and
             Restatement) between Perusahaan Pertambangan Minyak
             Dan Gas Bumi Negara and Virginia Indonesia Company,
             Opicoil Houston, Inc., Ultramar Indonesia Limited,
             Union Texas East Kalimantan Limited, Universe Gas &
             Oil Company, Inc. and Virginia International
             Company, dated September 28, 1992, but effective as
             of January 1, 1990. (filed as Exhibit (10)-13- to
             the Company's 1993 Form 10-K (No. 1-8791)).*

    (10)-14- Bontang II Trustee and Paying Agent Agreement
             Amended and Restated as of July 15, 1991 among
             Perusahaan Pertambangan Minyak Dan Gas Bumi Negara,
             Virginia Indonesia Company, Virginia International
             Company, Union Texas East Kalimantan Limited,
             Ultramar Indonesia Limited, Opicoil Houston, Inc.,
             Universe Gas & Oil Company, Inc., Total Indonesie,
             Unocal Indonesia, Ltd., Indonesia Petroleum, Ltd.
             and Continental Bank International. (filed as
             Exhibit (10)-14- to the Company's 1993 Form 10-K
             (No. 1-8791)).*

    (10)-15- Producers Agreement No. 2 dated as of June 9, 1987
             by Perusahaan Pertambangan Minyak Dan Gas Bumi
             Negara (Pertamina), Roy M. Huffington, Inc.,
             Virginia International Company, Ultramar Indonesia
             Limited, Virginia Indonesia Company, Union Texas
             East Kalimantan Limited, Universe Tankships, Inc.,
             Huffington Corporation in favor of The Industrial
             Bank of Japan Trust Company as Agent (filed as
             Exhibit (10)-30- to the Company's 1987 Form 10-K
             (No. 1-8791)).*

    (10)-16- Badak III LNG Sales Contract between Perusahaan
             Pertambangan Minyak Dan Gas Bumi Negara (Pertamina)
             as Seller and Chinese Petroleum Corporation as Buyer
             signed on March 19, 1987.  (filed as Exhibit (10)-
             16- to the Company's 1994 Form 10-K (No. 1-8791)).* 

    (10)-17- Badak III LNG Sales Contract Supply Agreement, dated
             October 19, 1987 among Perusahaan Pertambangan
             Minyak Dan Gas Bumi Negara (Pertamina) and the
             parties to the Joint Venture Agreement. (filed as
             Exhibit (10)-17- to the Company's 1993 Form 10-K
             (No. 1-8791)).*

    (10)-18- LNG Sales and Purchase Contract (Korea II) effective
             May 7, 1991 between Perusahaan Pertambangan Minyak
             Dan Gas Bumi Negara and Korea Gas Corporation.
             (filed as Exhibit (10)-18- to the Company's 1993
             Form 10-K (No. 1-8791)).*


             *  Incorporated herein by reference.<PAGE>
  

    (10)-19- Schedule A to the LNG Sales and Purchase Contract
             (Korea II FOB) between Perusahaan Pertambangan
             Minyak Dan Gas Bumi Negara and Korea Gas
             Corporation. (filed as Exhibit (10)-19- to the
             Company's 1993 Form 10-K (No. 1-8791)).*
 
    (10)-20- Bontang III Producers Agreement, dated February 9,
             1988, among Perusahaan Pertambangan Minyak Dan Gas
             Bumi Negara (Pertamina) and the parties to the Joint
             Venture Agreement. (filed as Exhibit (10)-20- to the
             Company's 1993 Form 10-K (No. 1-8791)).*
 
    (10)-21- Amendment No. 1 to Bontang III Producers Agreement
             dated as of May 31, 1988 among Perusahaan
             Pertambangan Minyak Dan Gas Bumi Negara, Roy M.
             Huffington, Inc., Huffington Corporation, Virginia
             International Company, Virginia Indonesia Company,
             Ultramar Indonesia Limited, Union Texas East
             Kalimantan Limited, Universe Tankships, Inc., Total
             Indonesie, Unocal Indonesia, Ltd., Indonesia
             Petroleum, Ltd. and Train-E Finance Co., Ltd., as
             Tranche A Lender, The Industrial Bank of Japan Trust
             Company, as Agent and The Industrial Bank of Japan
             Trust Company on behalf of the Tranche B Lenders.
             (filed as Exhibit (10)-21- to the Company's 1993
             Form 10-K (No. 1-8791)).*
    
    (10)-22- $316,000,000 Bontang III Loan Agreement dated
             February 9, 1988 among Continental Bank
             International as Trustee, Train-E Finance Co., Ltd.
             as Tranche A Lender and The Industrial Bank of Japan
             Trust Company as Agent. (filed as Exhibit (10)-23-
             to the Company's 1993 Form 10-K (No. 1-8791)).*

    (10)-23- Bontang III Trustee and Paying Agent Agreement,
             dated February 9, 1988, among Pertamina, Roy M.
             Huffington, Inc., Huffington Corporation, Virginia
             International Company, VICO, Ultrastar Indonesia
             Limited, Union Texas East Kalimantan Limited,
             Universe Tankships, Inc., Total Indonesia, Unocal
             Indonesia, Ltd., Indonesia Petroleum, Ltd. and
             Continental Bank International  (filed as Exhibit
             10.42 to the Union Texas Petroleum Holdings, Inc.'s
             1991 Form 10-K (Commission File No. 1-9019)).*

             *  Incorporated herein by reference.<PAGE>

    (10)-24- Amendment No. 1 to Bontang III Trustee and Paying
             Agent Agreement, dated as of December 11, 1992,
             among Pertamina, VICO, Virginia International
             Company, Ultramar Indonesia Limited, Union Texas
             East Kalimantan Limited, Opicoil Houston, Inc.,
             Universe Gas & Oil Company, Inc., Total Indonesia,
             Unocal Indonesia Ltd., Indonesia Petroleum, Ltd. and
             Continental Bank International, as Bontang III
             Trustee  (filed as Exhibit 10.83 to the Union Texas
             Petroleum Holdings, Inc.'s 1992 Form 10-K
             (Commission File No. 1-9019)).*

    (10)-25- Amended and Restated Debt Service Allocation
             Agreement dated February 9, 1988 among Perusahaan
             Pertambangan Minyak Dan Gas Bumi Negara and Roy M.
             Huffington, Inc., Virginia International Company,
             Ultramar Indonesia Limited, Virginia Indonesia
             Company, Union Texas East Kalimantan Limited,
             Universe Tankships, Inc., Huffington Corporation,
             Total Indonesie, Unocal Indonesia, Ltd. and
             Indonesia Petroleum, Ltd.  (filed as Exhibit (10)-
             26- to the Company's 1994 Form 10-K (No. 1-8791)).*

    (10)-26- Letter agreement between Perusahaan Pertambangan
             Minyak Dan Gas Bumi Negara and Chinese Petroleum
             Corporation, dated December 1, 1989. (filed as
             Exhibit (10)-27- to the Company's 1993 Form 10-K
             (No. 1-8791)).*
    
    (10)-27- Badak IV LNG Sales Contract dated October 23, 1990
             between Perusahaan Pertambangan Minyak Dan Gas Bumi
             Negara (Pertamina), as Seller and Osaka Gas Co.,
             Ltd., Tokyo Gas Co., Ltd. and Toho Gas Co., Ltd., as
             Buyers. (filed as Exhibit (10)-29- to the Company's
             1993 Form 10-K (No. 1-8791)).*

    (10)-28- LNG Sales Contract dated as of October 13, 1992
             between Perusahaan Pertambangan Minyak Dan Gas Bumi
             Negara, as Seller and Hiroshima Gas Co., Ltd. and
             Nippon Gas Co., Ltd., as Buyers. (filed as Exhibit
             (10)-30- to the Company's 1993 Form 10-K (No. 1-
             8791)).*

    (10)-29- LNG Sales Contract dated as of October 13, 1992
             between Perusahaan Pertambangan Minyak Dan Gas Bumi
             Negara, as Seller and Osaka Gas Co., Ltd., as Buyer.
             (filed as Exhibit (10)-31- to the Company's 1993
             Form 10-K (No. 1-8791)).*

             *  Incorporated herein by reference.<PAGE>

    (10)-30- Supply Agreement for Natural Gas to Badak IV LNG
             Sales Contract dated August 12, 1991 between
             Perusahaan Pertambangan Minyak Dan Gas Bumi Negara,
             Virginia Indonesia Company, Opicoil Houston, Inc.,
             Ultramar Indonesia Limited, Union Texas East
             Kalimantan Limited, Universe Gas & Oil Company, Inc.
             and Virginia International Company. (filed as
             Exhibit (10)-32- to the Company's 1993 Form 10-K
             (No. 1-8791)).*

    (10)-31- Second Supply Agreement for Package IV Excess Sales
             (Osaka Gas Contract - Package IV Quantities) between
             Pertamina and Virginia Indonesia Company, LASMO
             Sanga Sanga Limited, Opicoil Houston, Inc., Union
             Texas East Kalimantan Limited, Universe Gas & Oil
             Company, Inc., and Virginia International Company
             dated September 22, 1993, effective January 1, 1991.
             (filed as Exhibit (10)-33- to the Company's 1993
             Form 10-K (No. 1-8791)).*

    (10)-32- Third Supply Agreement for Package IV Excess Sales
             (Toho Gas Contract - Package IV Quantities) between
             Pertamina and Virginia Indonesia Company, LASMO
             Sanga Sanga Limited, Opicoil Houston, Inc., Union
             Texas East Kalimantan Limited, Universe Gas & Oil
             Company, Inc., and Virginia International Company
             dated September 28, effective January 1, 1991.
             (filed as Exhibit (10)-34- to the Company's 1993
             Form 10-K (No. 1-8791)).*

    (10)-33- Eleventh Supply Agreement for Package IV Excess
             Sales (1973 Contract Build-Down Quantities) between
             Pertamina and Virginia Indonesia Company, LASMO
             Sanga Sanga Limited, Opicoil Houston, Inc., Union
             Texas East Kalimantan Limited, Universe Gas & Oil
             Company, Inc., and Virginia International Company
             dated September 22, 1993, effective January 1, 1990.
             (filed as Exhibit (10)-35- to the Company's 1993
             Form 10-K (No. 1-8791)).*

    (10)-34- Bontang IV Producers Agreement dated August 26, 1991
             by Perusahaan Pertambangan Minyak Dan Gas Bumi
             Negara, Virginia Indonesia Company, Opicoil Houston,
             Inc., Virginia International Company, Ultramar
             Indonesia Limited, Union Texas East Kalimantan
             Limited, Universe Gas & Oil Company, Inc., Total
             Indonesie, Unocal Indonesia, Ltd. and Indonesia
             Petroleum, Ltd., in favor of The Chase Manhattan
             Bank, N.A. as Agent for the Lenders. (filed as
             Exhibit (10)-36- to the Company's 1993 Form 10-K
             (No. 1-8791)).*

             *  Incorporated herein by reference.<PAGE>

    (10)-35- $750,000,000 Bontang IV Loan Agreement dated August
             26, 1991 among Continental Bank International as
             Trustee under the Bontang IV Trustee and Paying
             Agent Agreement as Borrower, Chase Manhattan Asia
             Limited and The Mitsubishi Bank, Limited as
             Coordinators, the other banks and financial
             institutions named herein as Arrangers, Co-
             Arrangers, Lead Managers, Managers, Co-Managers and
             Lenders, The Chase Manhattan Bank, N.A. and the
             Mitsubishi Bank, Limited as Co-Agents and The Chase
             Manhattan Bank, N.A. as Agent. (filed as Exhibit
             (10)-37- to the Company's 1993 Form 10-K (No. 1-
             8791)).*

    (10)-36- Bontang IV Trustee and Paying Agent Agreement dated
             August 26, 1991 among Perusahaan Pertambangan Minyak
             Dan Gas Bumi Negara, Virginia Indonesia Company,
             Opicoil Houston, Inc., Virginia International
             Company, Ultramar Indonesia Limited, Union Texas
             East Kalimantan Limited, Universe Gas & Oil Company,
             Inc., Total Indonesie, Unocal Indonesia, Ltd.,
             Indonesia Petroleum, Ltd. and Continental Bank
             International. (filed as Exhibit (10)-38- to the
             Company's 1993 Form 10-K (No. 1-8791)).*
      
    (10)-37- Amended and Restated Bontang Processing Agreement
             dated February 9, 1988 among Perusahaan Pertambangan
             Minyak Dan Gas Bumi Negara and Roy M. Huffington,
             Inc., Huffington Corporation, Virginia International
             Company, Virginia Indonesia Company, Ultramar
             Indonesia Limited, Union Texas East Kalimantan
             Limited, Universe Tankships, Inc., Total Indonesie,
             Unocal Indonesia, Ltd., Indonesia Petroleum, Ltd.
             and P.T. Badak Natural Gas Liquefaction Company
             (filed as Exhibit (10)-39- to the Company's 1988
             Form 10-K (No. 1-8791)).*

    (10)-38- Bontang LPG Sales and Purchase Contract between
             Perusahaan Pertambangan Minyak Dan Gas Bumi Negara,
             as Seller, and National Federation of Agricultural
             Co-Operative Associations (Zen-Noh), as Buyer, dated
             February 21, 1992. (filed as Exhibit (10)-42- to the
             Company's 1993 Form 10-K (No. 1-8791)).*
    
    (10)-39- Bontang LPG Sales and Purchase Contract between
             Perusahaan Pertambangan Minyak Dan Gas Bumi Negara,
             as Seller, and Japan Indonesia Oil Co., Ltd., as
             Buyer, dated February 20, 1992. (filed as Exhibit
             (10)-43- to the Company's 1993 Form 10-K (No. 1-
             8791)).*

             *  Incorporated herein by reference.<PAGE>

    (10)-40- Arun and Bontang LPG Sales and Purchase Contract
             between Perusahaan Pertambangan Minyak Dan Gas Bumi
             Negara (Pertamina) as Seller and Mitsubishi
             Corporation, Cosmo Oil Co., Ltd., Nippon Petroleum
             Gas Co., Ltd., Showa Shell Sekiyu K.K., Kyodo Oil
             Co., Ltd., Idemitsu Kosan Co., Ltd. and Mitsui
             Liquefied Gas Co., Ltd. as Buyers dated July 15,
             1986.  (filed as Exhibit (10)-42- to the Company's
             1994 Form 10-K (No. 1-8791)).*

    (10)-41- Amendments to Arun and Bontang LPG Sales and
             Purchase Contract, dated October 5, 1994, between
             Pertamina, as Seller, and Mitsubishi Corporation,
             Cosmo Oil Co., Ltd., Nippon Petroleum Gas Co., Ltd.,
             Showa Shell Sekiyu K.K., Japan Energy Corporation,
             Idemitsu Kosan Co., Ltd., and Mitsui Oil & Gas Co.,
             Ltd., as Buyers.  (filed as Exhibit 10.88 to the
             Union Texas Petroleum Holdings, Inc.'s 1994 Form 10-
             K (Commission File No. 1-9019)).*

    (10)-42- Bontang LPG Supply Agreement, dated November 17,
             1987, between Perusahaan Pertambangan Minyak Dan Gas
             Bumi Negara (Pertamina) and the parties to the Joint
             Venture Agreement. (filed as Exhibit (10)-45- to the
             Company's 1993 Form 10-K (No. 1-8791)).*

    (10)-43- Advance Payment Agreement between Perusahaan
             Pertambangan Minyak Dan Gas Bumi Negara (Pertamina)
             and Arun Bontang Project Finance Co., Ltd., dated
             February 16, 1987 (filed as Exhibit (4)-15- to the
             Company's 1986 Form 10-K (No. 1-8791)).*

    (10)-44- Agreement and Plan of Reorganization of ENSTAR
             Corporation, dated December 22, 1989, by and among
             Unimar Company, Ultrastar, Inc., Unistar, Inc.,
             ENSTAR Corporation, Newstar Inc., Union Texas
             Development Corporation, Union Texas Petroleum
             Corporation and Ultramar America Limited. (filed as
             Exhibit (10)-47- to the Company's 1993 Form 10-K
             (No. 1-8791)).*

    (10)-45- Amendment to Agreement and Plan of Reorganization of
             ENSTAR Corporation, dated May 1, 1990, by and among
             Unimar Company, Ultrastar, Inc., Unistar, Inc.,
             ENSTAR Corporation, Ultramar Production Company,
             Union Texas Development Corporation, Union Texas
             Petroleum Corporation and Ultramar America Limited.
             (filed as Exhibit (10)-48- to the Company's 1993
             Form 10-K (No. 1-8791)).*

            *  Incorporated herein by reference.<PAGE>

    (10)-46- Addendum to Badak IV LNG Sales Contract Supply
             Agreement (effective October 23, 1990), dated
             January 31, 1994, by and between Perusahaan
             Pertambangan Minyak Dan Gas Bumi Negara
             ("Pertamina") and Virginia Indonesia Company
             ("VICO"), LASMO Sanga Sanga Limited, Opicoil
             Houston, Inc., Union Texas East Kalimantan Limited,
             Universe Gas & Oil Company, Inc., and Virginia
             International Company.  (filed as Exhibit (10)-48-
             to the Company's 1994 Form 10-K (No. 1-8791)).*

    (10)-47- Memorandum of Agreement for Purchase and Sale of LNG
             During 1995 - 1999 between Perusahaan Pertambangan
             Minyak Dan Gas Bumi Negara ("Pertamina") ("Seller")
             and Korea Gas Corporation ("KGC") ("Buyer") for the
             sale and purchase of certain quantities of LNG. 
             (filed as Exhibit (10)-49- to the Company's 1994
             Form 10-K (No. 1-8791)).*

    (10)-48- Second Amended and Restated 1973 LNG Sales Contract,
             dated as of August 3, 1995 between Perusahaan
             Pertambangan Minyak Dan Gas Bumi Negara
             ("Pertamina"), as Seller, and Chubu Electric Power
             Co., Inc., The Kansai Electric Power Co., Inc/.
             Kyushu Electric Power Co., Inc., Nippon Steel
             Corporation, Osaka Gas Co., Ltd. and Toho Gas Co.,
             Ltd., as the Buyers, with related letter agreement,
             dated August 3, 1995, between Seller and Buyers
             (filed as Exhibit 10.7 to the Union Texas Petroleum
             Holdings, Inc. Form 10-Q for quarter ended September
             30, 1995 (Commission File No. 1-9019)).*

    (10)-49- Second Amended and Restated 1981 Badak LNG Sales
             Contract, dated as of August 3, 1995, between
             Pertamina, as Seller, and Chubu Electric Power Co.,
             Inc., The Kansai Electric Power Co., Inc., Osaka Gas
             Co., Ltd. and Toho Gas Co., Ltd., as Buyers with
             related letter agreement, dated August 3, 1995,
             between Seller and Buyers.  (filed as Exhibit 10.106
             to the Union Texas Petroleum Holdings, Inc.'s 1995
             Form 10-K (Commission File No. 1-9019)).*

    (10)-50- LNG Sales and Purchase Contract (Badak V) dated
             August 12, 1995, between Pertamina and Korea Gas
             Corporation.  (filed as Exhibit 10.107 to the Union
             Texas Petroleum Holdings, Inc.'s 1995 Form 10-K
             (Commission File No. 1-9019)).*

    (10)-51- LNG Sales and Purchase Contract (Badak VI), dated
             October 25, 1995, between Pertamina and Chinese
             Petroleum Corporation.  (filed as Exhibit 10.108 to
             the Union Texas Petroleum Holdings, Inc.'s 1995 Form
             10-K (Commission File No. 1-9019)).*

             *  Incorporated herein by reference.<PAGE>

    (10)-52- Allocation of Supply Entitlements between the Arun
             and Bontang Plants for LNG Sales (effective January
             1, 1995).

    (10)-53- Memorandum of Understanding  re:  Supply Agreements
             and Package VI Sales dated and effective as of the
             27th day of October, 1995, by and among Perusahaan
             Pertambangan Minyak Dan Gas Bumi Negara
             ("Pertamina"); TOTAL Indonesie and Indonesia
             Petroleum, Ltd., (collectively referred to as the
             "TOTAL Group"); Virginia Indonesia Company, LASMO
             Sanga Sanga Limited, OPICOIL Houston, Inc., Union
             Texas East Kalimantan Limited, Universe Gas & Oil
             Company, Inc., and Virginia International Company
             (collectively referred to as the "VICO Group");
             Indonesia Petroleum, Ltd., in respect of its
             interest in a certain portion of the Attaka Unit
             (referred to as "INPEX Attaka"); and Unocal
             Indonesia Company (referred to as "UNOCAL") (the
             TOTAL Group, the VICO Group, INPEX Attaka, and
             UNOCAL each referred to as an "East Kalimantan
             Contractor Group" and collectively called the "East
             Kalimantan Contractors").

    (10)-54- Package V Supply Agreement for Natural Gas in
             Support of the 1973 LNG Sales Contract Extension,
             dated June 16, 1995, effective October 6, 1994,
             between Pertamina and Virginia Indonesia Company,
             LASMO Sanga Sanga Limited, OPICOIL Houston, Inc.,
             Union Texas East Kalimantan Limited, Universe Gas
             and Oil Company, Inc. and Virginia International
             Company (filed as Exhibit 10.8 to the Union Texas
             Petroleum Holdings, Inc. Form 10-Q for the quarter
             ended September 30, 1995 (Commission File No. 1-
             9010)).*

    (10)-55- Package V Supply Agreement (1995 - 1999 LNG Sales to
             Korea Gas Corp.) dated June 16, 1995, between
             Pertamina and Virginia Indonesia Company, LASMO
             Sanga Sanga Limited, Opicoil Houston, Inc., Union
             Texas East Kalimantan Limited, Universe Gas & Oil
             Company, Inc. and Virginia International Company.

    (10)-56- Package V Supply Agreement (1998 - 1999 LNG Sales to
             Chinese Petroleum Corporation), dated as of June 16,
             1995, between Pertamina and Virginia Indonesia
             Company, LASMO Sanga Sanga Limited, Opicoil Houston,
             Inc., Union Texas East Kalimantan Limited, Universe
             Gas & Oil Company, Inc. and Virginia International
             Company.

             *  Incorporated herein by reference.<PAGE>

    (10)-57- Tripartite Agreement Regarding Producer
             Contributions to Dwiputrai Costs, dated as of
             January 1, 1995, by and among Perusahaan
             Pertambangan Minyak Dan Gas Bumi Negara
             ("Pertamina"); Mobil Oil Indonesia Inc. ("Mobil");
             and Virginia Indonesia Company, Total Indonesie, and
             Unocal Indonesia Company, acting on behalf of
             themselves and all other LNG producers in the East
             Kalimantan Production Sharing Contracts
             (collectively, the "East Kalimantan Producers").

    (10)-58- Amendment No. 1 to Amended and Restated Badak
             Trustee and Paying Agent Agreement, dated as of July
             1, 1995, among Continental Bank International, as
             Trustee, and the Producers (filed as Exhibit 10.4 to
             the Union Texas Petroleum Holdings, Inc. Form 10-Q
             for the quarter ended September 30, 1995 (Commission
             File No. 1-9019)).*

    (10)-59- Amendment No. 1 to Bontang III Loan Agreement, dated
             as of July 1, 1995, among Continental Bank
             International, as Trustee under the Bontang III
             Trustee and Paying Agent Agreement, Train-E Finance
             Co., Ltd., as Tranche A Lender, and The Industrial
             Bank of Japan Trust Company, as Agent on behalf of
             the Majority Tranche B Lenders (filed as Exhibit
             10.6 to the Union Texas Petroleum Holdings., Inc.
             Form 10-Q for the quarter ended September 30, 1995
             (Commission File No. 1-9019)).*

    (10)-60- Amendment No. 1 to Amended and Restated Bontang
             Excess Sales Trustee and Paying Agent Agreement,
             dated as of July 1, 1995, among Continental Bank
             International, as Trustee, and the Producers (filed
             as Exhibit 10.5 to the Union Texas Petroleum
             Holdings, Inc. Form 10-Q for the quarter ended
             September 30, 1995 (Commission File No. 1-9019)).*

    (10)-61- Bontang V Loan Agreement, dated as of July 1, 1995,
             among BankAmerica International, as Trustee under
             the Bontang V Trustee and Paying Agent Agreement, as
             Borrower, Bontang Train-G Project Finance Co., Ltd.
             ("Tranche A Lender"), the banks named therein as
             Tranche B Lenders, The Long-Term Credit Bank of
             Japan, Limited, New York Branch ("Facility Agent"),
             The Fuji Bank, Limited ("Intercreditor Agent"),
             Credit Lyonnais ("Technical Agent"), and Credit
             Lyonnais, The Fuji Bank, Limited and The Long-Term
             Credit Bank of Japan, Limited (collectively, the
             "Arrangers") (filed as Exhibit 10.1 to the Union
             Texas Petroleum Holdings, Inc. Form 10-Q for the
             quarter ended September 30, 1995 (Commission File
             No. 1-9019)).*

             *  Incorporated herein by reference.<PAGE>

    (10)-62- Bontang V Producers Agreement, dated as of July 1,
             1995, by Perusahaan Pertambangan Minyak Dan Gas Bumi
             Negara, Virginia Indonesia Company, OPICOIL Houston,
             Inc., Virginia International Company, LASMO Sanga
             Sanga Limited, Union Texas East Kalimantan Limited,
             Universe Gas & Oil Company, Inc., Total Indonesie,
             Unocal Indonesia Company and Indonesia Petroleum,
             Ltd. (collectively, the "Producers"), in favor of
             the Tranche A Lender, Facility Agent, Intercreditor
             Agent, Technical agent and Arrangers (filed as
             Exhibit 10.2 to the Union Texas Petroleum Holdings,
             Inc. Form 10-Q for the quarter ended September 30,
             1995 (Commission File No. 1-9019)).*

    (10)-63- Bontang V Trustee and Paying Agent Agreement, dated
             as of July 1, 1995, among the Producers and
             BankAmerica International, as Trustee and Paying
             Agent (filed as Exhibit 10.3 to the Union Texas
             Petroleum Holdings, Inc. Form 10-Q for the quarter
             ended September 30, 1995 (Commission File No. 1-
             9019)).*

    (10)-64- Bontang V Disbursement Trustee and Paying Agent
             Agreement dated as of July 1, 1995, by and among
             BankAmerica International, not in its individual
             capacity but solely as trustee and paying agent (in
             such capacity, the "Bontang V Trustee") under the
             Bontang V Trustee and Paying Agent Agreement dated
             as of July 1, 1995, as the same may be amended from
             time to time (the "Bontang V Trust Agreement"); and
             BankAmerica International, not in its individual
             capacity but solely as disbursement trustee and
             paying agent under this Agreement.

    (21)-1-  List of Subsidiaries of the Company.
             
    (23)-1-  Consent of KPMG Peat Marwick LLP.

    (23)-2-  Consent of Ernst & Young LLP.

    (27)-1-  Financial Data Schedule for the twelve months ended
             December 31, 1995.

    (b)  Reports on Form 8-K

             The Company filed a Form 8-K dated November 15, 1995
             as required by SS 299.304 of Regulation S-K,
             disclosing changes in Registrant's Certifying
             Accountant.
    

             *  Incorporated herein by reference.<PAGE>

                                SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) 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.


                              UNIMAR COMPANY


March 19, 1996                By  /S/ WILLIAM M. KRIPS      
                                  William M. Krips      
                                  Chairman of the
                                  Management Board




  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated as of March
19, 1996.




By /S/ GEORGE W. BERKO          By  /S/ LARRY D. KALMBACH     
   George W. Berko                  Larry D. Kalmbach
   Management Board                 Management Board
   (LASMO Representative)           (UTPH Representative)
                                                          



By /S/ IAN D. BROWN             By  /S/ WILLIAM M. KRIPS          
   Ian D. Brown                     William M. Krips 
   Management Board                 Chairman of the 
   (LASMO Representative)           Management Board           
                                    (UTPH Representative)



By /S/ RICHARD L. SMERNOFF      By  /S/ ARTHUR W. PEABODY, JR.
   Richard L. Smernoff              Arthur W. Peabody, Jr.
   Management Board                 Management Board 
   (LASMO Representative)           (UTPH Representative)
                                <PAGE>

                             INDEX TO EXHIBITS

                                                                 Sequential
                                                                  Numbered 
Exhibit Number                                                      Page   

The following documents are included as Exhibits to this Report. 
Unless it has been indicated that a document listed below is
incorporated by reference herein, copies of the document have been
filed herewith.

     (2)-1-   Merger Agreement, dated May 22, 1984, and Amendment
              Agreements thereto, dated June 8, 1984 and June 12,
              1984 (incorporated by reference to Annex A to the
              Prospectus/Proxy Statement included in the
              Company's Registration Statement on Form S-14 (No.
              2-93037)).*

     (2)-2-   Agreement of Merger, dated as of August 28, 1984
              (incorporated by reference to Annex B to the
              Prospectus/Proxy Statement included in the
              Company's Registration Statement on Form S-14 (No.
              2-93037)).*

     (2)-3-   Divestiture Agreement, dated June 20, 1984 (filed
              as Exhibit 2.3 to the Company's Registration
              Statement on Form S-14 (No. 2-93037)).*

     (3)-1-   Amended and Restated Agreement of General
              Partnership of Unimar Company dated September 11,
              1990 between Unistar, Inc. and Ultrastar, Inc.
              (filed as Exhibit (3)-4- to the Company's 1990 Form
              10-K (No. 18791)).*

     (4)-1-   Form of Indenture between Unimar and Irving Trust
              Company, as Trustee (filed as Exhibit 4 to the
              Company's Registration Statement on Form S-14 (No.
              2-93037)).*

     (4)-2-   First Supplemental Indenture, dated as of October
              31, 1986, to the Indenture between Unimar and
              Irving Trust Co., as Trustee (Exhibit (4)-1 above)
              (filed as Exhibit 10.114 to Union Texas Petroleum
              Holdings, Inc.'s Registration Statement on Form S-1
              (No. 33-16267)).*

     (10)-1-  Joint Venture Agreement, dated August 8, 1968,
              among Roy M. Huffington, Inc., Virginia
              International Company, Austral Petroleum Gas
              Corporation, Golden Eagle Indonesia, Limited, and
              Union Texas Far East Corporation, as amended (filed
              as Exhibit 6.6 to Registration Statement No. 2-
              58834 of Alaska Interstate Company).*
    
              *  Incorporated herein by reference.<PAGE>

     (10)-2-  Agreement dated as of October 1, 1979, among the
              parties to the Joint Venture Agreement referred to
              in Exhibit (10)-1- above (filed as Exhibit 5.2 to
              Registration Statement No. 2-66661 of Alaska
              Interstate Company).*

     (10)-3-  Amendment to the Operating Agreement dated April 1,
              1990, between Roy M. Huffington, Inc., a Delaware
              corporation, Ultramar Indonesia Limited, a Bermuda
              corporation, Virginia Indonesia Company, a Delaware
              corporation, Virginia International Company, a
              Delaware corporation, Union Texas East Kalimantan
              Limited, a Bahamian corporation, and Universe Gas &
              Oil Company, Inc., a Liberian corporation. (filed
              as Exhibit (10)-3- to the Company's 1993 Form 10-K
              (No. 1-8791)).*

     (10)-4-  Amended and Restated Production Sharing Contract
              dated April 23, 1990 (effective August 8, 1968 -
              August 7, 1998) by and between Perusahaan
              Pertambangan Minyak Dan Gas Bumi Negara (Pertamina)
              and Roy M. Huffington, Inc., Virginia International
              Company, Virginia Indonesia Company, Ultramar
              Indonesia Limited, Union Texas East Kalimantan
              Limited, Universe Gas & Oil Company, Inc. and
              Huffington Corporation. (filed as Exhibit (10)-4-
              to the Company's 1993 Form 10-K (No. 1-8791)).*

     (10)-5-  Production Sharing Contract dated April 23, 1990
              (effective August 8, 1998 - August 7, 2018) between
              Perusahaan Pertambangan Minyak Dan Gas Bumi Negara
              (Pertamina) and Roy M. Huffington, Inc., Virginia
              International Company, Virginia Indonesia Company,
              Ultramar Indonesia Limited, Union Texas East
              Kalimantan Limited, Universe Gas & Oil Company,
              Inc. and Huffington Corporation. (filed as Exhibit
              (10)-5- to the Company's 1993 Form 10-K (No. 1-
              8791)).*

     (10)-6-  Nilam Unit Agreement, effective as of January 1,
              1980, to establish the manner in which the Joint
              Venture and Total will cooperate to develop the
              unitized area of the Nilam Field. 

     (10)-7-  Fourth Amended and Restated Implementation
              Procedures for Crude Oil Liftings, effective as of
              July 1, 1993, among Virginia Indonesia Company,
              LASMO Sanga Sanga Limited, Opicoil Houston, Inc.,
              Union Texas East Kalimantan Limited, Universe Gas &
              Oil Company, Inc. and Virginia International
              Company.  (filed as Exhibit (10)-7- to the
              Company's 1994 Form 10-K (No. 1-8791)).*
 
              *  Incorporated herein by reference.<PAGE>

     (10)-8-  Amended and Restated 1973 LNG Sales Contract, dated
              as of the 1st day of January 1990, by and between
              Perusahaan Pertambangan Minyak Dan Gas Bumi Negara,
              as Seller, and Chubu Electric Power Co., Inc., The
              Kansai Electric Power Co., Inc., Kyushu Electric
              Power Co., Inc., Nippon Steel Corporation, Osaka
              Gas Co., Ltd. and Toho Gas Co., Ltd., as Buyers.
              (filed as Exhibit (10)-8- to the Company's 1993
              Form 10-K (No. 1-8791)).*

     (10)-9-  Amendment to the 1973 LNG Sales Contract dated as
              of the 3rd day of December, 1973, amended by
              Amendment No. 1 dated as of the 31st day of August,
              1976, and amended and restated as of the 1st day of
              January, 1990 ("1973 LNG Sales Contract"), is
              entered into as of the 1st day of June, 1992, by
              and between Perusahaan Pertambangan Minyak Dan Gas
              Bumi Negara, a state enterprise of the Republic of
              Indonesia (Seller), on the one hand, and Kyushu
              Electric Power Co., Inc. (Kyushu Electric), Nippon
              Steel Corporation (Nippon Steel), and Toho Gas Co.,
              Ltd. (Toho Gas), all corporations organized and
              existing under the laws of Japan, on the other
              hand. (filed as Exhibit (10)-9- to the Company's
              1993 Form 10-K (No. 1-8791)).*

     (10)-10- Amended and Restated Supply Agreement (In Support
              of the Amended and Restated 1973 LNG Sales
              Contract) between Pertamina and Virginia Indonesia
              Company, LASMO Sanga Sanga Limited, Opicoil
              Houston, Inc., Union Texas East Kalimantan Limited,
              Universe Gas & Oil Company, Inc., and Virginia
              International Company dated September 22, 1993,
              effective December 3, 1973. (filed as Exhibit (10)-
              10- to the Company's 1993 Form 10-K (No. 1-8791)).*

     (10)-11- Amended and Restated Badak LNG Sales Contract,
              dated as of the 1st day of January, 1990, by and
              between Perusahaan Pertambangan Minyak Dan Gas Bumi
              Negara, as Seller, and Chubu Electric Power Co.,
              Inc., The Kansai Electric Power Co., Inc., Osaka
              Gas Co., Ltd. and Toho Gas Co., Ltd., as Buyers.
              (filed as Exhibit (10)-11- to the Company's 1993
              Form 10-K (No. 1-8791)).*

     (10)-12- Supply Agreement, dated as of April 14, 1981
              between Perusahaan Pertambangan Minyak Dan Gas Bumi
              Negara (Pertamina) and the parties to the Joint
              Venture Agreement, including the Company. (filed as
              Exhibit (10)-12- to the Company's 1993 Form 10-K
              (No. 1-8791)).*

              *  Incorporated herein by reference.<PAGE>

     (10)-13- Seventh Supply Agreement for Excess Sales
              (Additional Fixed Quantities under Badak LNG Sales
              Contract as a Result of Contract Amendment and
              Restatement) between Perusahaan Pertambangan Minyak
              Dan Gas Bumi Negara and Virginia Indonesia Company,
              Opicoil Houston, Inc., Ultramar Indonesia Limited,
              Union Texas East Kalimantan Limited, Universe Gas &
              Oil Company, Inc. and Virginia International
              Company, dated September 28, 1992, but effective as
              of January 1, 1990. (filed as Exhibit (10)-13- to
              the Company's 1993 Form 10-K (No. 1-8791)).*

     (10)-14- Bontang II Trustee and Paying Agent Agreement
              Amended and Restated as of July 15, 1991 among
              Perusahaan Pertambangan Minyak Dan Gas Bumi Negara,
              Virginia Indonesia Company, Virginia International
              Company, Union Texas East Kalimantan Limited,
              Ultramar Indonesia Limited, Opicoil Houston, Inc.,
              Universe Gas & Oil Company, Inc., Total Indonesie,
              Unocal Indonesia, Ltd., Indonesia Petroleum, Ltd.
              and Continental Bank International. (filed as
              Exhibit (10)-14- to the Company's 1993 Form 10-K
              (No. 1-8791)).*

     (10)-15- Producers Agreement No. 2 dated as of June 9, 1987
              by Perusahaan Pertambangan Minyak Dan Gas Bumi
              Negara (Pertamina), Roy M. Huffington, Inc.,
              Virginia International Company, Ultramar Indonesia
              Limited, Virginia Indonesia Company, Union Texas
              East Kalimantan Limited, Universe Tankships, Inc.,
              Huffington Corporation in favor of The Industrial
              Bank of Japan Trust Company as Agent (filed as
              Exhibit (10)-30- to the Company's 1987 Form 10-K
              (No. 1-8791)).*

     (10)-16- Badak III LNG Sales Contract between Perusahaan
              Pertambangan Minyak Dan Gas Bumi Negara (Pertamina)
              as Seller and Chinese Petroleum Corporation as
              Buyer signed on March 19, 1987.  (filed as Exhibit
              (10)-16- to the Company's 1994 Form 10-K (No. 1-
              8791)).* 

     (10)-17- Badak III LNG Sales Contract Supply Agreement,
              dated October 19, 1987 among Perusahaan
              Pertambangan Minyak Dan Gas Bumi Negara (Pertamina)
              and the parties to the Joint Venture Agreement.
              (filed as Exhibit (10)-17- to the Company's 1993
              Form 10-K (No. 1-8791)).*

     (10)-18- LNG Sales and Purchase Contract (Korea II)
              effective May 7, 1991 between Perusahaan
              Pertambangan Minyak Dan Gas Bumi Negara and Korea
              Gas Corporation. (filed as Exhibit (10)-18- to the
              Company's 1993 Form 10-K (No. 1-8791)).*

              *  Incorporated herein by reference.<PAGE>

     (10)-19- Schedule A to the LNG Sales and Purchase Contract
              (Korea II FOB) between Perusahaan Pertambangan
              Minyak Dan Gas Bumi Negara and Korea Gas
              Corporation. (filed as Exhibit (10)-19- to the
              Company's 1993 Form 10-K (No. 1-8791)).*
 
     (10)-20- Bontang III Producers Agreement, dated February 9,
              1988, among Perusahaan Pertambangan Minyak Dan Gas
              Bumi Negara (Pertamina) and the parties to the
              Joint Venture Agreement. (filed as Exhibit (10)-20-
              to the Company's 1993 Form 10-K (No. 1-8791)).*
 
     (10)-21- Amendment No. 1 to Bontang III Producers Agreement
              dated as of May 31, 1988 among Perusahaan
              Pertambangan Minyak Dan Gas Bumi Negara, Roy M.
              Huffington, Inc., Huffington Corporation, Virginia
              International Company, Virginia Indonesia Company,
              Ultramar Indonesia Limited, Union Texas East
              Kalimantan Limited, Universe Tankships, Inc., Total
              Indonesie, Unocal Indonesia, Ltd., Indonesia
              Petroleum, Ltd. and Train-E Finance Co., Ltd., as
              Tranche A Lender, The Industrial Bank of Japan
              Trust Company, as Agent and The Industrial Bank of
              Japan Trust Company on behalf of the Tranche B
              Lenders. (filed as Exhibit (10)-21- to the
              Company's 1993 Form 10-K (No. 1-8791)).*
     
     (10)-22- $316,000,000 Bontang III Loan Agreement dated
              February 9, 1988 among Continental Bank
              International as Trustee, Train-E Finance Co., Ltd.
              as Tranche A Lender and The Industrial Bank of
              Japan Trust Company as Agent. (filed as Exhibit
              (10)-23- to the Company's 1993 Form 10-K (No. 1-
              8791)).*

     (10)-23- Bontang III Trustee and Paying Agent Agreement,
              dated February 9, 1988, among Pertamina, Roy M.
              Huffington, Inc., Huffington Corporation, Virginia
              International Company, VICO, Ultrastar Indonesia
              Limited, Union Texas East Kalimantan Limited,
              Universe Tankships, Inc., Total Indonesia, Unocal
              Indonesia, Ltd., Indonesia Petroleum, Ltd. and
              Continental Bank International  (filed as Exhibit
              10.42 to the Union Texas Petroleum Holdings, Inc.'s
              1991 Form 10-K (Commission File No. 1-9019)).*


              *  Incorporated herein by reference.<PAGE>

     (10)-24- Amendment No. 1 to Bontang III Trustee and Paying
              Agent Agreement, dated as of December 11, 1992,
              among Pertamina, VICO, Virginia International
              Company, Ultramar Indonesia Limited, Union Texas
              East Kalimantan Limited, Opicoil Houston, Inc.,
              Universe Gas & Oil Company, Inc., Total Indonesia,
              Unocal Indonesia Ltd., Indonesia Petroleum, Ltd.
              and Continental Bank International, as Bontang III
              Trustee  (filed as Exhibit 10.83 to the Union Texas
              Petroleum Holdings, Inc.'s 1992 Form 10-K
              (Commission File No. 1-9019)).*

     (10)-25- Amended and Restated Debt Service Allocation
              Agreement dated February 9, 1988 among Perusahaan
              Pertambangan Minyak Dan Gas Bumi Negara and Roy M.
              Huffington, Inc., Virginia International Company,
              Ultramar Indonesia Limited, Virginia Indonesia
              Company, Union Texas East Kalimantan Limited,
              Universe Tankships, Inc., Huffington Corporation,
              Total Indonesie, Unocal Indonesia, Ltd. and
              Indonesia Petroleum, Ltd.  (filed as Exhibit (10)-
              26- to the Company's 1994 Form 10-K (No. 1-8791)).*

     (10)-26- Letter agreement between Perusahaan Pertambangan
              Minyak Dan Gas Bumi Negara and Chinese Petroleum
              Corporation, dated December 1, 1989. (filed as
              Exhibit (10)-27- to the Company's 1993 Form 10-K
              (No. 1-8791)).*
     
     (10)-27- Badak IV LNG Sales Contract dated October 23, 1990
              between Perusahaan Pertambangan Minyak Dan Gas Bumi
              Negara (Pertamina), as Seller and Osaka Gas Co.,
              Ltd., Tokyo Gas Co., Ltd. and Toho Gas Co., Ltd.,
              as Buyers. (filed as Exhibit (10)-29- to the
              Company's 1993 Form 10-K (No. 1-8791)).*

     (10)-28- LNG Sales Contract dated as of October 13, 1992
              between Perusahaan Pertambangan Minyak Dan Gas Bumi
              Negara, as Seller and Hiroshima Gas Co., Ltd. and
              Nippon Gas Co., Ltd., as Buyers. (filed as Exhibit
              (10)-30- to the Company's 1993 Form 10-K (No. 1-
              8791)).*

     (10)-29- LNG Sales Contract dated as of October 13, 1992
              between Perusahaan Pertambangan Minyak Dan Gas Bumi
              Negara, as Seller and Osaka Gas Co., Ltd., as
              Buyer. (filed as Exhibit (10)-31- to the Company's
              1993 Form 10-K (No. 1-8791)).*

              *  Incorporated herein by reference.<PAGE>

     (10)-30- Supply Agreement for Natural Gas to Badak IV LNG
              Sales Contract dated August 12, 1991 between
              Perusahaan Pertambangan Minyak Dan Gas Bumi Negara,
              Virginia Indonesia Company, Opicoil Houston, Inc.,
              Ultramar Indonesia Limited, Union Texas East
              Kalimantan Limited, Universe Gas & Oil Company,
              Inc. and Virginia International Company. (filed as
              Exhibit (10)-32- to the Company's 1993 Form 10-K
              (No. 1-8791)).*

     (10)-31- Second Supply Agreement for Package IV Excess Sales
              (Osaka Gas Contract - Package IV Quantities)
              between Pertamina and Virginia Indonesia Company,
              LASMO Sanga Sanga Limited, Opicoil Houston, Inc.,
              Union Texas East Kalimantan Limited, Universe Gas &
              Oil Company, Inc., and Virginia International
              Company dated September 22, 1993, effective January
              1, 1991. (filed as Exhibit (10)-33- to the
              Company's 1993 Form 10-K (No. 1-8791)).*

     (10)-32- Third Supply Agreement for Package IV Excess Sales
              (Toho Gas Contract - Package IV Quantities) between
              Pertamina and Virginia Indonesia Company, LASMO
              Sanga Sanga Limited, Opicoil Houston, Inc., Union
              Texas East Kalimantan Limited, Universe Gas & Oil
              Company, Inc., and Virginia International Company
              dated September 28, effective January 1, 1991.
              (filed as Exhibit (10)-34- to the Company's 1993
              Form 10-K (No. 1-8791)).*

     (10)-33- Eleventh Supply Agreement for Package IV Excess
              Sales (1973 Contract Build-Down Quantities) between
              Pertamina and Virginia Indonesia Company, LASMO
              Sanga Sanga Limited, Opicoil Houston, Inc., Union
              Texas East Kalimantan Limited, Universe Gas & Oil
              Company, Inc., and Virginia International Company
              dated September 22, 1993, effective January 1,
              1990. (filed as Exhibit (10)-35- to the Company's
              1993 Form 10-K (No. 1-8791)).*

     (10)-34- Bontang IV Producers Agreement dated August 26,
              1991 by Perusahaan Pertambangan Minyak Dan Gas Bumi
              Negara, Virginia Indonesia Company, Opicoil
              Houston, Inc., Virginia International Company,
              Ultramar Indonesia Limited, Union Texas East
              Kalimantan Limited, Universe Gas & Oil Company,
              Inc., Total Indonesie, Unocal Indonesia, Ltd. and
              Indonesia Petroleum, Ltd., in favor of The Chase
              Manhattan Bank, N.A. as Agent for the Lenders.
              (filed as Exhibit (10)-36- to the Company's 1993
              Form 10-K (No. 1-8791)).*

              *  Incorporated herein by reference.<PAGE>

     (10)-35- $750,000,000 Bontang IV Loan Agreement dated August
              26, 1991 among Continental Bank International as
              Trustee under the Bontang IV Trustee and Paying
              Agent Agreement as Borrower, Chase Manhattan Asia
              Limited and The Mitsubishi Bank, Limited as
              Coordinators, the other banks and financial
              institutions named herein as Arrangers, Co-
              Arrangers, Lead Managers, Managers, Co-Managers and
              Lenders, The Chase Manhattan Bank, N.A. and the
              Mitsubishi Bank, Limited as Co-Agents and The Chase
              Manhattan Bank, N.A. as Agent. (filed as Exhibit
              (10)-37- to the Company's 1993 Form 10-K (No. 1-
              8791)).*

     (10)-36- Bontang IV Trustee and Paying Agent Agreement dated
              August 26, 1991 among Perusahaan Pertambangan
              Minyak Dan Gas Bumi Negara, Virginia Indonesia
              Company, Opicoil Houston, Inc., Virginia
              International Company, Ultramar Indonesia Limited,
              Union Texas East Kalimantan Limited, Universe Gas &
              Oil Company, Inc., Total Indonesie, Unocal
              Indonesia, Ltd., Indonesia Petroleum, Ltd. and
              Continental Bank International. (filed as Exhibit
              (10)-38- to the Company's 1993 Form 10-K (No. 1-
              8791)).*
      
     (10)-37- Amended and Restated Bontang Processing Agreement
              dated February 9, 1988 among Perusahaan
              Pertambangan Minyak Dan Gas Bumi Negara and Roy M.
              Huffington, Inc., Huffington Corporation, Virginia
              International Company, Virginia Indonesia Company,
              Ultramar Indonesia Limited, Union Texas East
              Kalimantan Limited, Universe Tankships, Inc., Total
              Indonesie, Unocal Indonesia, Ltd., Indonesia
              Petroleum, Ltd. and P.T. Badak Natural Gas
              Liquefaction Company (filed as Exhibit (10)-39- to
              the Company's 1988 Form 10-K (No. 1-8791)).*

     (10)-38- Bontang LPG Sales and Purchase Contract between
              Perusahaan Pertambangan Minyak Dan Gas Bumi Negara,
              as Seller, and National Federation of Agricultural
              Co-Operative Associations (Zen-Noh), as Buyer,
              dated February 21, 1992. (filed as Exhibit (10)-42-
              to the Company's 1993 Form 10-K (No. 1-8791)).*
     
     (10)-39- Bontang LPG Sales and Purchase Contract between
              Perusahaan Pertambangan Minyak Dan Gas Bumi Negara,
              as Seller, and Japan Indonesia Oil Co., Ltd., as
              Buyer, dated February 20, 1992. (filed as Exhibit
              (10)-43- to the Company's 1993 Form 10-K (No. 1-
              8791)).*

              *  Incorporated herein by reference.<PAGE>

     (10)-40- Arun and Bontang LPG Sales and Purchase Contract
              between Perusahaan Pertambangan Minyak Dan Gas Bumi
              Negara (Pertamina) as Seller and Mitsubishi
              Corporation, Cosmo Oil Co., Ltd., Nippon Petroleum
              Gas Co., Ltd., Showa Shell Sekiyu K.K., Kyodo Oil
              Co., Ltd., Idemitsu Kosan Co., Ltd. and Mitsui
              Liquefied Gas Co., Ltd. as Buyers dated July 15,
              1986.  (filed as Exhibit (10)-42- to the Company's
              1994 Form 10-K (No. 1-8791)).*

     (10)-41- Amendments to Arun and Bontang LPG Sales and
              Purchase Contract, dated October 5, 1994, between
              Pertamina, as Seller, and Mitsubishi Corporation,
              Cosmo Oil Co., Ltd., Nippon Petroleum Gas Co.,
              Ltd., Showa Shell Sekiyu K.K., Japan Energy
              Corporation, Idemitsu Kosan Co., Ltd., and Mitsui
              Oil & Gas Co., Ltd., as Buyers.  (filed as Exhibit
              10.88 to the Union Texas Petroleum Holdings, Inc.'s
              1994 Form 10-K (Commission File No. 1-9019)).*

     (10)-42- Bontang LPG Supply Agreement, dated November 17,
              1987, between Perusahaan Pertambangan Minyak Dan
              Gas Bumi Negara (Pertamina) and the parties to the
              Joint Venture Agreement. (filed as Exhibit (10)-45-
              to the Company's 1993 Form 10-K (No. 1-8791)).*

     (10)-43- Advance Payment Agreement between Perusahaan
              Pertambangan Minyak Dan Gas Bumi Negara (Pertamina)
              and Arun Bontang Project Finance Co., Ltd., dated
              February 16, 1987 (filed as Exhibit (4)-15- to the
              Company's 1986 Form 10-K (No. 1-8791)).*

     (10)-44- Agreement and Plan of Reorganization of ENSTAR
              Corporation, dated December 22, 1989, by and among
              Unimar Company, Ultrastar, Inc., Unistar, Inc.,
              ENSTAR Corporation, Newstar Inc., Union Texas
              Development Corporation, Union Texas Petroleum
              Corporation and Ultramar America Limited. (filed as
              Exhibit (10)-47- to the Company's 1993 Form 10-K
              (No. 1-8791)).*

     (10)-45- Amendment to Agreement and Plan of Reorganization
              of ENSTAR Corporation, dated May 1, 1990, by and
              among Unimar Company, Ultrastar, Inc., Unistar,
              Inc., ENSTAR Corporation, Ultramar Production
              Company, Union Texas Development Corporation, Union
              Texas Petroleum Corporation and Ultramar America
              Limited. (filed as Exhibit (10)-48- to the
              Company's 1993 Form 10-K (No. 1-8791)).*

              *  Incorporated herein by reference.<PAGE>

     (10)-46- Addendum to Badak IV LNG Sales Contract Supply
              Agreement (effective October 23, 1990), dated
              January 31, 1994, by and between Perusahaan
              Pertambangan Minyak Dan Gas Bumi Negara
              ("Pertamina") and Virginia Indonesia Company
              ("VICO"), LASMO Sanga Sanga Limited, Opicoil
              Houston, Inc., Union Texas East Kalimantan Limited,
              Universe Gas & Oil Company, Inc., and Virginia
              International Company.  (filed as Exhibit (10)-48-
              to the Company's 1994 Form 10-K (No. 1-8791)).*

     (10)-47- Memorandum of Agreement for Purchase and Sale of
              LNG During 1995 - 1999 between Perusahaan
              Pertambangan Minyak Dan Gas Bumi Negara
              ("Pertamina") ("Seller") and Korea Gas Corporation
              ("KGC") ("Buyer") for the sale and purchase of
              certain quantities of LNG.  (filed as Exhibit (10)-
              49- to the Company's 1994 Form 10-K (No. 1-8791)).*

     (10)-48- Second Amended and Restated 1973 LNG Sales
              Contract, dated as of August 3, 1995 between
              Perusahaan Pertambangan Minyak Dan Gas Bumi Negara
              ("Pertamina"), as Seller, and Chubu Electric Power
              Co., Inc., The Kansai Electric Power Co., Inc/.
              Kyushu Electric Power Co., Inc., Nippon Steel
              Corporation, Osaka Gas Co., Ltd. and Toho Gas Co.,
              Ltd., as the Buyers, with related letter agreement,
              dated August 3, 1995, between Seller and Buyers
              (filed as Exhibit 10.7 to the Union Texas Petroleum
              Holdings, Inc. Form 10-Q for quarter ended
              September 30, 1995 (Commission File No. 1-9019)).*

     (10)-49- Second Amended and Restated 1981 Badak LNG Sales
              Contract, dated as of August 3, 1995, between
              Pertamina, as Seller, and Chubu Electric Power Co.,
              Inc., The Kansai Electric Power Co., Inc., Osaka
              Gas Co., Ltd. and Toho Gas Co., Ltd., as Buyers
              with related letter agreement, dated August 3,
              1995, between Seller and Buyers.  (filed as Exhibit
              10.106 to the Union Texas Petroleum Holdings,
              Inc.'s 1995 Form 10-K (Commission File No. 1-
              9019)).*

     (10)-50- LNG Sales and Purchase Contract (Badak V) dated
              August 12, 1995, between Pertamina and Korea Gas
              Corporation.  (filed as Exhibit 10.107 to the Union
              Texas Petroleum Holdings, Inc.'s 1995 Form 10-K
              (Commission File No. 1-9019)).*

     (10)-51- LNG Sales and Purchase Contract (Badak VI), dated
              October 25, 1995, between Pertamina and Chinese
              Petroleum Corporation.  (filed as Exhibit 10.108 to
              the Union Texas Petroleum Holdings, Inc.'s 1995
              Form 10-K (Commission File No. 1-9019)).*

              *  Incorporated herein by reference.<PAGE>

     (10)-52- Allocation of Supply Entitlements between the Arun
              and Bontang Plants for LNG Sales (effective January
              1, 1995).

     (10)-53- Memorandum of Understanding  re:  Supply Agreements
              and Package VI Sales dated and effective as of the
              27th day of October, 1995, by and among Perusahaan
              Pertambangan Minyak Dan Gas Bumi Negara
              ("Pertamina"); TOTAL Indonesie and Indonesia
              Petroleum, Ltd., (collectively referred to as the
              "TOTAL Group"); Virginia Indonesia Company, LASMO
              Sanga Sanga Limited, OPICOIL Houston, Inc., Union
              Texas East Kalimantan Limited, Universe Gas & Oil
              Company, Inc., and Virginia International Company
              (collectively referred to as the "VICO Group");
              Indonesia Petroleum, Ltd., in respect of its
              interest in a certain portion of the Attaka Unit
              (referred to as "INPEX Attaka"); and Unocal
              Indonesia Company (referred to as "UNOCAL") (the
              TOTAL Group, the VICO Group, INPEX Attaka, and
              UNOCAL each referred to as an "East Kalimantan
              Contractor Group" and collectively called the "East
              Kalimantan Contractors").

     (10)-54- Package V Supply Agreement for Natural Gas in
              Support of the 1973 LNG Sales Contract Extension,
              dated June 16, 1995, effective October 6, 1994,
              between Pertamina and Virginia Indonesia Company,
              LASMO Sanga Sanga Limited, OPICOIL Houston, Inc.,
              Union Texas East Kalimantan Limited, Universe Gas
              and Oil Company, Inc. and Virginia International
              Company (filed as Exhibit 10.8 to the Union Texas
              Petroleum Holdings, Inc. Form 10-Q for the quarter
              ended September 30, 1995 (Commission File No. 1-
              9010)).*

     (10)-55- Package V Supply Agreement (1995 - 1999 LNG Sales
              to Korea Gas Corp.) dated June 16, 1995, between
              Pertamina and Virginia Indonesia Company, LASMO
              Sanga Sanga Limited, Opicoil Houston, Inc., Union
              Texas East Kalimantan Limited, Universe Gas & Oil
              Company, Inc. and Virginia International Company.

     (10)-56- Package V Supply Agreement (1998 - 1999 LNG Sales
              to Chinese Petroleum Corporation), dated as of June
              16, 1995, between Pertamina and Virginia Indonesia
              Company, LASMO Sanga Sanga Limited, Opicoil
              Houston, Inc., Union Texas East Kalimantan Limited,
              Universe Gas & Oil Company, Inc. and Virginia
              International Company.

              *  Incorporated herein by reference.<PAGE>

     (10)-57- Tripartite Agreement Regarding Producer
              Contributions to Dwiputrai Costs, dated as of
              January 1, 1995, by and among Perusahaan
              Pertambangan Minyak Dan Gas Bumi Negara
              ("Pertamina"); Mobil Oil Indonesia Inc. ("Mobil");
              and Virginia Indonesia Company, Total Indonesie,
              and Unocal Indonesia Company, acting on behalf of
              themselves and all other LNG producers in the East
              Kalimantan Production Sharing Contracts
              (collectively, the "East Kalimantan Producers").

     (10)-58- Amendment No. 1 to Amended and Restated Badak
              Trustee and Paying Agent Agreement, dated as of
              July 1, 1995, among Continental Bank International,
              as Trustee, and the Producers (filed as Exhibit
              10.4 to the Union Texas Petroleum Holdings, Inc.
              Form 10-Q for the quarter ended September 30, 1995
              (Commission File No. 1-9019)).*

     (10)-59- Amendment No. 1 to Bontang III Loan Agreement,
              dated as of July 1, 1995, among Continental Bank
              International, as Trustee under the Bontang III
              Trustee and Paying Agent Agreement, Train-E Finance
              Co., Ltd., as Tranche A Lender, and The Industrial
              Bank of Japan Trust Company, as Agent on behalf of
              the Majority Tranche B Lenders (filed as Exhibit
              10.6 to the Union Texas Petroleum Holdings., Inc.
              Form 10-Q for the quarter ended September 30, 1995
              (Commission File No. 1-9019)).*

     (10)-60- Amendment No. 1 to Amended and Restated Bontang
              Excess Sales Trustee and Paying Agent Agreement,
              dated as of July 1, 1995, among Continental Bank
              International, as Trustee, and the Producers (filed
              as Exhibit 10.5 to the Union Texas Petroleum
              Holdings, Inc. Form 10-Q for the quarter ended
              September 30, 1995 (Commission File No. 1-9019)).*

     (10)-61- Bontang V Loan Agreement, dated as of July 1, 1995,
              among BankAmerica International, as Trustee under
              the Bontang V Trustee and Paying Agent Agreement,
              as Borrower, Bontang Train-G Project Finance Co.,
              Ltd. ("Tranche A Lender"), the banks named therein
              as Tranche B Lenders, The Long-Term Credit Bank of
              Japan, Limited, New York Branch ("Facility Agent"),
              The Fuji Bank, Limited ("Intercreditor Agent"),
              Credit Lyonnais ("Technical Agent"), and Credit
              Lyonnais, The Fuji Bank, Limited and The Long-Term
              Credit Bank of Japan, Limited (collectively, the
              "Arrangers") (filed as Exhibit 10.1 to the Union
              Texas Petroleum Holdings, Inc. Form 10-Q for the
              quarter ended September 30, 1995 (Commission File
              No. 1-9019)).*

              *  Incorporated herein by reference.<PAGE>
    

     (10)-62- Bontang V Producers Agreement, dated as of July 1,
              1995, by Perusahaan Pertambangan Minyak Dan Gas
              Bumi Negara, Virginia Indonesia Company, OPICOIL
              Houston, Inc., Virginia International Company,
              LASMO Sanga Sanga Limited, Union Texas East
              Kalimantan Limited, Universe Gas & Oil Company,
              Inc., Total Indonesie, Unocal Indonesia Company and
              Indonesia Petroleum, Ltd. (collectively, the
              "Producers"), in favor of the Tranche A Lender,
              Facility Agent, Intercreditor Agent, Technical
              agent and Arrangers (filed as Exhibit 10.2 to the
              Union Texas Petroleum Holdings, Inc. Form 10-Q for
              the quarter ended September 30, 1995 (Commission
              File No. 1-9019)).*

     (10)-63- Bontang V Trustee and Paying Agent Agreement, dated
              as of July 1, 1995, among the Producers and
              BankAmerica International, as Trustee and Paying
              Agent (filed as Exhibit 10.3 to the Union Texas
              Petroleum Holdings, Inc. Form 10-Q for the quarter
              ended September 30, 1995 (Commission File No. 1-
              9019)).*

     (10)-64- Bontang V Disbursement Trustee and Paying Agent
              Agreement dated as of July 1, 1995, by and among
              BankAmerica International, not in its individual
              capacity but solely as trustee and paying agent (in
              such capacity, the "Bontang V Trustee") under the
              Bontang V Trustee and Paying Agent Agreement dated
              as of July 1, 1995, as the same may be amended from
              time to time (the "Bontang V Trust Agreement"); and
              BankAmerica International, not in its individual
              capacity but solely as disbursement trustee and
              paying agent under this Agreement.

     (21)-1-  List of Subsidiaries of the Company.
              
     (23)-1-  Consent of KPMG Peat Marwick LLP.

     (23)-2-  Consent of Ernst & Young LLP.

     (27)-1-  Financial Data Schedule for the twelve months ended
              December 31, 1995.

     (b)  Reports on Form 8-K

              The Company filed a Form 8-K dated November 15,
              1995 as required by SS 299.304 of Regulation S-K,
              disclosing changes in Registrant's Certifying
              Accountant.
     
              *  Incorporated herein by reference.