As filed with the Securities and Exchange Commission on May 24, 2001
                                                  Registration No: 333-_________
     ===================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                             -----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               UNOCAL CORPORATION
               (Exact name of registrant specified in its charter)

  Delaware                                                     95-3825062
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)

         2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
          (Address, including zip code, of Principal Executive Offices)

                      2001 DIRECTORS' DEFERRED COMPENSATION
                              AND STOCK AWARD PLAN
                            (Full title of the plan)

                             DENNIS P.R. CODON, ESQ.
         Senior Vice President, Chief Legal Officer and General Counsel
                        2141 Rosecrans Avenue, Suite 4000
                          El Segundo, California 90245
                                 (310) 726-7600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           ---------------------------



<PAGE>


                         CALCULATION OF REGISTRATION FEE
===============================================================================
 Title of                          Proposed     Proposed           Amount
Securities        Amount to be     Maximum      Maximum              of
  to be           Registered       Offering     Aggregate          Registra-
Registered                         Price Per    Offering           tion Fee
                                   Share (1)    Price (1)
==============================================================================
Common Stock,
$1.00 par value   500,000 shares   $39.65      $19,825,000         $5,234
per share
(including Pre-
ferred Stock Pur-
chase Rights)
==============================================================================
(1) Solely for the purpose of calculating the registration fee in accordance
with Rule 457(c), based upon the average of the high and low prices reported in
the consolidated reporting system for May 21, 2001.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
==============================================================================

                                     2 of 9


<PAGE>


PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

There are hereby incorporated by reference in this registration statement the
following documents heretofore filed with the Securities and Exchange Commission
(the "Commission"):

(a)  The Annual Report on Form 10-K of Unocal for the fiscal year ended December
     31, 2000;

(b)  The  Quarterly  Report on Form 10-Q of Unocal for the fiscal  quarter ended
     March 31, 2001;

(c)  Unocal's Current Report on Form 8-K dated March 27, 2001;

(d)  All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
     December 31, 1999; and

(e)  The description of Unocal's Common Stock, $1.00 par value per share,
     excluding that of the associated Preferred Stock Purchase Rights ("Common
     Stock"), set forth under the caption "Description of the Common Stock,"
     included in the prospectus dated September 25, 1998, of Union Oil Company
     of California and Unocal (File Nos. 333-58415 and 333-58415-01), together
     with the description of Unocal's Preferred Share Purchase Rights included
     in Unocal's Current Report on Form 8-K dated January 5, 2000. The
     descriptions of the 6 1/4% Trust Convertible Preferred Securities of Unocal
     Capital Trust, (the "Trust Convertible Preferred Securities"), the
     guarantee thereof by Unocal, and the 6 1/4% Convertible Junior Subordinated
     Debentures of Unocal (insofar as the rights thereof may materially limit or
     qualify the rights evidenced by, or amounts payable with respect to, the
     Common Stock) set forth under the captions "Description of the Trust
     Convertible Preferred Securities," "Description of the Guarantee,"
     "Description of the Convertible Debentures," and "Effect of Obligations
     under the Convertible Debentures and the Guarantee" in the prospectus dated
     August 7, 1996, included in the Registration Statement on Form S-4 of
     Unocal and Unocal Capital Trust (File Nos. 333-09137 and 333-09137-01), as
     amended by Pre-Effective Amendment No. 1 thereto.

All documents filed by Unocal pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.

                                     3 of 9

<PAGE>

You may obtain copies of certain documents incorporated herein at our web site
at http://www.unocal.com. You also may request a copy of any document
incorporated herein by reference by writing or telephoning us at the following:

               Stockholder Services Department, Unocal Corporation
                        2141 Rosecrans Avenue, Suite 4000
                          El Segundo, California 90245
                                 (310) 726-7600

Item 5.  Interests of Named Experts and Counsel.

Legal matters in connection with the issuance and sale of the securities offered
hereby will be passed upon for Unocal by Dennis P.R. Codon, Esq., Senior Vice
President, Chief Legal Officer, and General Counsel of Unocal. As of May 21,
2001, Mr. Codon owned beneficially 123,746 shares of Common Stock. He also held
options to purchase 62,218 shares of Common Stock at prices ranging from
$32.8125 to $38.8125, with expiration dates ranging from 2006 to 2011. In
addition, Mr. Codon held 19,000 performance share units, which could be paid out
in up to 21,500 shares of Common Stock four years after their award dates,
depending upon Unocal's total return to stockholders.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes Unocal to
indemnify directors and officers in certain circumstances against liabilities,
including expenses, incurred while acting in such capacities; provided,
generally, that any such indemnified director or officer acted in good faith and
in a manner he or she reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The Bylaws of Unocal provide for the
indemnification of directors and officers to the maximum extent permitted by the
Delaware General Corporation Law.

In addition, Unocal has provided in its Certificate of Incorporation that it
shall eliminate the personal liability of its directors to the fullest extent
permitted by the Delaware General Corporation Law and Unocal has entered into
indemnification agreements with each of its directors and officers providing for
additional indemnification. Unocal has policies of directors' and officers'
liability insurance which insure directors and officers against the costs of
defense, settlement or payment of a judgment under certain circumstances.

Item 8.  Exhibits.

The Exhibit Index lists the exhibits that are filed as part of this registration
statement.

                                     4 of 9

<PAGE>

Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

          (a)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");

          (b)  To reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   this   registration   statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  calculation of  Registration  Fee" table in the effective
               registration statement;

         (c)   To include any material information with respect to the plan
               distribution not previously disclosed in this statement or any
               material change to such information in this registration
               statement;

     Provided, however, that the undertakings set forth in paragraphs (a) and
     (b) above do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed with the Commission by the Registrant pursuant to Section 13
     or Section 15(d) of the Securities Act of 1934 (the "Exchange Act") that
     are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities
         Act, each such post-effective amendment shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment, any
         of the securities being registered which remain unsold at the
         termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated

                                     5 of 9

<PAGE>

     by  reference  in the  registration  statement  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification  is against  public  policy as expressed in the Act and is,
     therefore,  unenforceable.  In the event  that a claim for  indemnification
     against  such  liabilities  (other  than the payment by the  Registrant  of
     expenses incurred or paid by a director,  officer or controlling  person of
     the Registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director,  officer or controlling  person in connection
     with the securities being  registered,  the Registrant will,  unless in the
     opinion  of  its  counsel  the  matter  has  been  settled  by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.

                                     6 of 9

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Segundo, State of California, on May 22, 2001.

                                            UNOCAL CORPORATION

                                            By /S/ JOE D. CECIL
                                               -------------------------
                                               Joe D. Cecil
                                               Vice President and Comptroller

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated:

SIGNATURE                           TITLE                          DATE
-----------                         -------                       ------

/S/ CHARLES R. WILLIAMSON *
---------------------------         Chief Executive Officer       May 22, 2001
Charles R. Williamson               and Director

/S/ TIMOTHY H. LING *
---------------------------------   Chief Operating Officer       May 22, 2001
Timothy H. Ling                     and Director

/S/ TERRY G. DALLAS *
----------------------------------  Chief Financial Officer       May 22, 2001
Terry G. Dallas

/S/ JOE D. CECIL                    Comptroller (Principal
-------------------------           Accounting Officer)           May 22, 2001
Joe D. Cecil


----------------------------------  Director                      May 22, 2001
John W. Amerman

/S/ JOHN W. CREIGHTON, JR. *
----------------------------------  Chairman of the Board         May 22, 2001
John W. Creighton, Jr.

                                     7 of 9

<PAGE>


SIGNATURE                           TITLE                         DATE
-----------------                   -------                       --------

/S/ JAMES W. CROWNOVER *
---------------------------------   Director                      May 22, 2001
James W. Crownover

/S/ FRANK C. HERRINGER *
---------------------------------   Director                      May 22, 2001
Frank C. Herringer

/S/ DONALD B. RICE *
---------------------------         Director                      May 22, 2001
Donald B. Rice

/S/ KEVIN W. SHARER *
--------------------------------    Director                      May 22, 2001
Kevin W. Sharer

/S/ MARINA V.N. WHITMAN *
--------------------------------    Director                      May 22, 2001
Marina v.N. Whitman

* By /S/ JOE D. CECIL
-------------------------
Joe D. Cecil

Pursuant to the requirements of the Securities Act of 1933, the members of the
Board Governance Committee who administer the 2001 Directors' Deferred
Compensation and Stock Award Plan, have duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of El Segundo, State of California, May 22, 2001.

                                2001 Directors' Deferred Compensation and
                                Stock Award Plan

                                By  /S/ JOHN W. AMERMAN *
                                    ----------------------------------------
                                    John w. Amerman
                                    Member, Board Governance Committee

                                 * By  /S/ JOE D. CECIL
                                       -------------------------
                                       Joe D. Cecil


                                     8 of 9

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER          EXHIBIT
----------      -----------

     4.1     Restated Certificate of Incorporation of Unocal, dated as of
             January 31, 2000, and currently in effect (incorporated by
             reference to Exhibit 3.1 to Unocal's Annual Report on Form 10-K for
             the fiscal year ended December 31, 1999, File No. 1-8483).

     4.2     Bylaws of Unocal, as amended effective March 27, 2001 (incorporated
             by reference to Exhibit 3 to Unocal's Current Report on Form 8-K
             dated March 27, 2001, File No. 1-08483).

     4.3     Rights Agreement, dated as of January 29, 1990, between Unocal and
             The Chase Manhattan Bank, as successor Rights Agent (incorporated
             by reference to Exhibit 1 to Unocal's Current Report on Form 8-K
             dated January 29, 1990, File No. 1-8483).

     5       Opinion of Dennis P.R. Codon, Esq., Senior Vice President, Chief
             Legal Officer and General Counsel, of Unocal.

    23.1     Consent of PricewaterhouseCoopers LLP.

    23.2     Consent of Dennis P.R. Codon, Esq., Senior Vice President, Chief
             Legal Officer and General Counsel of Unocal
             (included in Exhibit 5).

     24      Power of Attorney.

                                     9 of 9
[{"type": "S-8", "sequence": "1", "filename": "directors8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18184}]
{"company-data": {"conformed-name": "UNOCAL CORP", "cik": "0000716039", "assigned-sic": "1311", "irs-number": "953825062", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61532", "film-number": "1646925"}, "business-address": {"street1": "2141 ROSECRANS AVE", "street2": "STE 4000", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3107267600"}, "mail-address": {"street1": "2141 ROSECRANS AVE", "street2": "STE 4000", "city": "EL SEGUNDO", "state": "CA", "zip": "90245"}}
As filed with the Securities and Exchange Commission on May 24, 2001
                                                  Registration No: 333-_________
     ===================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                             -----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               UNOCAL CORPORATION
               (Exact name of registrant specified in its charter)

  Delaware                                                     95-3825062
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)

         2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
          (Address, including zip code, of Principal Executive Offices)

                      2001 DIRECTORS' DEFERRED COMPENSATION
                              AND STOCK AWARD PLAN
                            (Full title of the plan)

                             DENNIS P.R. CODON, ESQ.
         Senior Vice President, Chief Legal Officer and General Counsel
                        2141 Rosecrans Avenue, Suite 4000
                          El Segundo, California 90245
                                 (310) 726-7600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           ---------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
 Title of                          Proposed     Proposed           Amount
Securities        Amount to be     Maximum      Maximum              of
  to be           Registered       Offering     Aggregate          Registra-
Registered                         Price Per    Offering           tion Fee
                                   Share (1)    Price (1)
==============================================================================
Common Stock,
$1.00 par value   500,000 shares   $39.65      $19,825,000         $5,234
per share
(including Pre-
ferred Stock Pur-
chase Rights)
==============================================================================
(1) Solely for the purpose of calculating the registration fee in accordance
with Rule 457(c), based upon the average of the high and low prices reported in
the consolidated reporting system for May 21, 2001.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
==============================================================================

                                     2 of 9
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

There are hereby incorporated by reference in this registration statement the
following documents heretofore filed with the Securities and Exchange Commission
(the "Commission"):

(a)  The Annual Report on Form 10-K of Unocal for the fiscal year ended December
     31, 2000;

(b)  The  Quarterly  Report on Form 10-Q of Unocal for the fiscal  quarter ended
     March 31, 2001;

(c)  Unocal's Current Report on Form 8-K dated March 27, 2001;

(d)  All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
     December 31, 1999; and

(e)  The description of Unocal's Common Stock, $1.00 par value per share,
     excluding that of the associated Preferred Stock Purchase Rights ("Common
     Stock"), set forth under the caption "Description of the Common Stock,"
     included in the prospectus dated September 25, 1998, of Union Oil Company
     of California and Unocal (File Nos. 333-58415 and 333-58415-01), together
     with the description of Unocal's Preferred Share Purchase Rights included
     in Unocal's Current Report on Form 8-K dated January 5, 2000. The
     descriptions of the 6 1/4% Trust Convertible Preferred Securities of Unocal
     Capital Trust, (the "Trust Convertible Preferred Securities"), the
     guarantee thereof by Unocal, and the 6 1/4% Convertible Junior Subordinated
     Debentures of Unocal (insofar as the rights thereof may materially limit or
     qualify the rights evidenced by, or amounts payable with respect to, the
     Common Stock) set forth under the captions "Description of the Trust
     Convertible Preferred Securities," "Description of the Guarantee,"
     "Description of the Convertible Debentures," and "Effect of Obligations
     under the Convertible Debentures and the Guarantee" in the prospectus dated
     August 7, 1996, included in the Registration Statement on Form S-4 of
     Unocal and Unocal Capital Trust (File Nos. 333-09137 and 333-09137-01), as
     amended by Pre-Effective Amendment No. 1 thereto.

All documents filed by Unocal pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.

                                     3 of 9
You may obtain copies of certain documents incorporated herein at our web site
at http://www.unocal.com. You also may request a copy of any document
incorporated herein by reference by writing or telephoning us at the following:

               Stockholder Services Department, Unocal Corporation
                        2141 Rosecrans Avenue, Suite 4000
                          El Segundo, California 90245
                                 (310) 726-7600

Item 5.  Interests of Named Experts and Counsel.

Legal matters in connection with the issuance and sale of the securities offered
hereby will be passed upon for Unocal by Dennis P.R. Codon, Esq., Senior Vice
President, Chief Legal Officer, and General Counsel of Unocal. As of May 21,
2001, Mr. Codon owned beneficially 123,746 shares of Common Stock. He also held
options to purchase 62,218 shares of Common Stock at prices ranging from
$32.8125 to $38.8125, with expiration dates ranging from 2006 to 2011. In
addition, Mr. Codon held 19,000 performance share units, which could be paid out
in up to 21,500 shares of Common Stock four years after their award dates,
depending upon Unocal's total return to stockholders.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes Unocal to
indemnify directors and officers in certain circumstances against liabilities,
including expenses, incurred while acting in such capacities; provided,
generally, that any such indemnified director or officer acted in good faith and
in a manner he or she reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The Bylaws of Unocal provide for the
indemnification of directors and officers to the maximum extent permitted by the
Delaware General Corporation Law.

In addition, Unocal has provided in its Certificate of Incorporation that it
shall eliminate the personal liability of its directors to the fullest extent
permitted by the Delaware General Corporation Law and Unocal has entered into
indemnification agreements with each of its directors and officers providing for
additional indemnification. Unocal has policies of directors' and officers'
liability insurance which insure directors and officers against the costs of
defense, settlement or payment of a judgment under certain circumstances.

Item 8.  Exhibits.

The Exhibit Index lists the exhibits that are filed as part of this registration
statement.

                                     4 of 9
Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

          (a)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");

          (b)  To reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   this   registration   statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  calculation of  Registration  Fee" table in the effective
               registration statement;

         (c)   To include any material information with respect to the plan
               distribution not previously disclosed in this statement or any
               material change to such information in this registration
               statement;

     Provided, however, that the undertakings set forth in paragraphs (a) and
     (b) above do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed with the Commission by the Registrant pursuant to Section 13
     or Section 15(d) of the Securities Act of 1934 (the "Exchange Act") that
     are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities
         Act, each such post-effective amendment shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment, any
         of the securities being registered which remain unsold at the
         termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated

                                     5 of 9
by  reference  in the  registration  statement  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification  is against  public  policy as expressed in the Act and is,
     therefore,  unenforceable.  In the event  that a claim for  indemnification
     against  such  liabilities  (other  than the payment by the  Registrant  of
     expenses incurred or paid by a director,  officer or controlling  person of
     the Registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director,  officer or controlling  person in connection
     with the securities being  registered,  the Registrant will,  unless in the
     opinion  of  its  counsel  the  matter  has  been  settled  by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.

                                     6 of 9
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Segundo, State of California, on May 22, 2001.

                                            UNOCAL CORPORATION

                                            By /S/ JOE D. CECIL
                                               -------------------------
                                               Joe D. Cecil
                                               Vice President and Comptroller

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated:

SIGNATURE                           TITLE                          DATE
-----------                         -------                       ------

/S/ CHARLES R. WILLIAMSON *
---------------------------         Chief Executive Officer       May 22, 2001
Charles R. Williamson               and Director

/S/ TIMOTHY H. LING *
---------------------------------   Chief Operating Officer       May 22, 2001
Timothy H. Ling                     and Director

/S/ TERRY G. DALLAS *
----------------------------------  Chief Financial Officer       May 22, 2001
Terry G. Dallas

/S/ JOE D. CECIL                    Comptroller (Principal
-------------------------           Accounting Officer)           May 22, 2001
Joe D. Cecil

----------------------------------  Director                      May 22, 2001
John W. Amerman

/S/ JOHN W. CREIGHTON, JR. *
----------------------------------  Chairman of the Board         May 22, 2001
John W. Creighton, Jr.

                                     7 of 9
SIGNATURE                           TITLE                         DATE
-----------------                   -------                       --------

/S/ JAMES W. CROWNOVER *
---------------------------------   Director                      May 22, 2001
James W. Crownover

/S/ FRANK C. HERRINGER *
---------------------------------   Director                      May 22, 2001
Frank C. Herringer

/S/ DONALD B. RICE *
---------------------------         Director                      May 22, 2001
Donald B. Rice

/S/ KEVIN W. SHARER *
--------------------------------    Director                      May 22, 2001
Kevin W. Sharer

/S/ MARINA V.N. WHITMAN *
--------------------------------    Director                      May 22, 2001
Marina v.N. Whitman

* By /S/ JOE D. CECIL
-------------------------
Joe D. Cecil

Pursuant to the requirements of the Securities Act of 1933, the members of the
Board Governance Committee who administer the 2001 Directors' Deferred
Compensation and Stock Award Plan, have duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of El Segundo, State of California, May 22, 2001.

                                2001 Directors' Deferred Compensation and
                                Stock Award Plan

                                By  /S/ JOHN W. AMERMAN *
                                    ----------------------------------------
                                    John w. Amerman
                                    Member, Board Governance Committee

                                 * By  /S/ JOE D. CECIL
                                       -------------------------
                                       Joe D. Cecil

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EXHIBIT INDEX

EXHIBIT
NUMBER          EXHIBIT
----------      -----------

     4.1     Restated Certificate of Incorporation of Unocal, dated as of
             January 31, 2000, and currently in effect (incorporated by
             reference to Exhibit 3.1 to Unocal's Annual Report on Form 10-K for
             the fiscal year ended December 31, 1999, File No. 1-8483).

     4.2     Bylaws of Unocal, as amended effective March 27, 2001 (incorporated
             by reference to Exhibit 3 to Unocal's Current Report on Form 8-K
             dated March 27, 2001, File No. 1-08483).

     4.3     Rights Agreement, dated as of January 29, 1990, between Unocal and
             The Chase Manhattan Bank, as successor Rights Agent (incorporated
             by reference to Exhibit 1 to Unocal's Current Report on Form 8-K
             dated January 29, 1990, File No. 1-8483).

     5       Opinion of Dennis P.R. Codon, Esq., Senior Vice President, Chief
             Legal Officer and General Counsel, of Unocal.

    23.1     Consent of PricewaterhouseCoopers LLP.

    23.2     Consent of Dennis P.R. Codon, Esq., Senior Vice President, Chief
             Legal Officer and General Counsel of Unocal
             (included in Exhibit 5).

     24      Power of Attorney.

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