<PAGE>

As filed with the Securities and Exchange Commission on August 7, 1996
					 Registration No: 33-_________
========================================================================

		 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)

		  UNOCAL SPECIAL STOCK OPTION PLAN
		      (Full title of the plan)

		       DENNIS P.R. CODON, ESQ.
	  VICE PRESIDENT, CHIEF LEGAL OFFICER AND GENERAL COUNSEL
		  2141 Rosecrans Avenue, Suite 4000 
		    El Segundo, California 90245
			  (310) 726-7651
	  (Name, address, including zip code, and telephone number,
		 including area code, of agent for service)
			---------------------------

		       CALCULATION OF REGISTRATION FEE
========================================================================
				       Proposed    Proposed 
				       Maximum     Maximum      Amount  
				       Offering    Aggregate      of    
Title of Securities  Amount to be      Price Per   Offering    Registra-
  to be Registered    Registered       Share (1)   Price (1)   tion Fee 
========================================================================
Common Stock, $1.00
par value per share
(including Preferred
Stock Purchase Rights) 1,100,000 shares $33.25     $33,250,000  $11,466
========================================================================
    (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 August 2, 1996.
========================================================================
<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"):

    (1) The Annual Report on Form 10-K of Unocal Corporation ("Unocal") 
    for the fiscal year ended December 31, 1995;

    (2) The Quarterly Report on Form 10-Q of Unocal for the quarter 
    ended March 31, 1996;

    (3) The Current Reports on Form 8-K of Unocal dated January 25, 
    February 20, February 23, April 9, April 24, June 3, and July 25, 
    1996;

    (4) The descriptions of Unocal's Common Stock, $1.00 par value per 
    share ("Common Stock") (including the associated Preferred Stock 
    Purchase Rights) and Unocal's $3.50 Convertible Preferred Stock, 
    $.10 par value per share ("Preferred Stock") (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 Common Stock" and "Description of 
    the Preferred Stock" in the Prospectus dated February 3, 1995, 
    included in the Registration Statement on Form S-3 of Union Oil 
    Company of California and Unocal (File Nos. 33-54861 and 33-54861-
    01), as amended by Amendment No. 1 thereto.

    All documents filed by Unocal pursuant to Section 13(a), 13(c), 14 
or 15(d) of the Securities Exchange Act of 1934 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 thereof from the date of filing 
of such documents.

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., Vice President, General Counsel and Chief Legal Officer of 
Unocal.  As of July 31, 1996, Mr. Codon owned 14,097.6586* shares of 
Common Stock.  He also held options to purchase 50,915 shares of Common 
Stock at prices ranging from $24.3125 to $32.8125, with expiration dates 
ranging from 2000 to 2006.  In addition, Mr. Codon held 16,454 
performance share units, which could be paid out in up to 32,908 shares 
of Common Stock four years after their award dates, depending upon 
Unocal's total return to stockholders.

*   Excludes shares purchased from the reinvestment of dividends in the 
Unocal ESOP in 1996 not yet reported to Plan participants.

<PAGE>

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 director 
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 on page 7 of this registration statement lists the 
     exhibits that are filed as part of this registration statement.

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 

<PAGE>

	      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 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.

<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 August 5, 1996.

			  UNOCAL CORPORATION



			  By  /s/ Charles S. McDowell
			    --------------------------
			    Charles S. McDowell
			    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/ Roger C. Beach         Chairman of the
      -------------------      Board of Directors and    August 5, 1996
      Roger C. Beach          Chief Executive Officer

    * /s/ Neal E. Schmale     Chief Financial Officer
      --------------------          and Director         August 5, 1996
      Neal E. Schmale

      /s/ Charles S. McDowell    Vice President and
      -------------------       Comptroller (Principal   August 5, 1996
      Charles S. McDowell        Accounting Officer)

    * /s/ MacDonald G. Becket
      ------------------------        Director           August 5, 1996
      MacDonald G. Becket

    * /s/ John W. Creighton, Jr.
      ---------------------------     Director           August 5, 1996
      John W. Creighton, Jr.

    * /s/ Malcolm R. Currie
      ----------------------          Director           August 5, 1996
      Malcolm R. Currie

    * /s/ Frank C. Herringer
      -----------------------         Director           August 5, 1996
      Frank C. Herringer

<PAGE>

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


    * /s/ John F. Imle, Jr.    
      ----------------------          Director            August 5, 1996
      John F. Imle, Jr.

    * /s/ Donlad P. Jacobs    
      ---------------------           Director            August 5, 1996
      Donald P. Jacobs

    * /s/ Charles R. Weaver         
      ----------------------          Director            August 5, 1996
      Charles R. Weaver

    * /s/ J. Steven Whisler    
      ----------------------          Director            August 5, 1996
      J. Steven Whisler

    * /s/ Marina v.N. Whitman    
      ------------------------        Director            August 5, 1996
      Marina v.N. Whitman



* By /s/ Charles S. McDowell
     -----------------------
     Charles S. McDowell


     Pursuant to the requirements of the Securities Act of 1933, the 
members of the Management Development and Compensation Committee who 
administer the Unocal Special Stock Option 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, August 5, 1996.

			   UNOCAL SPECIAL STOCK OPTION PLAN


			   By * /s/ Donald P. Jacobs
			      ----------------------------------
			      Donald P. Jacobs
			      Member, Management Development 
			      and Compensation Committee


			      * By /s/ Charles S. McDowell
				   -----------------------------
				   Charles S. McDowell
<PAGE>

			    EXHIBIT INDEX



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

  4.1   Certificate of Incorporation of Unocal, as amended (incorporated 
	by reference to Exhibit 3.1 to Amendment No. 2 on Form 10-K/A to 
	Unocal's Annual Report on Form 10-K for the fiscal year ended 
	December 31, 1993, File No. 1-8483).

  4.2   Bylaws of Unocal, as amended effective June 3, 1996, and 
	currently in effect (incorporated by reference to Exhibit 3.3 to 
	Unocal's Annual Report on Form 10-K for the period ended 
	December 31, 1995, File No. 1-8483).

  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., Vice President, Chief Legal 
	Officer and General Counsel, to Unocal.

 23.1   Consent of Coopers & Lybrand L.L.P.

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

  24    Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15230}]
{"company-data": {"conformed-name": "UNOCAL CORP", "cik": "0000716039", "assigned-sic": "2911", "irs-number": "953825062", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09685", "film-number": "96604705"}, "business-address": {"street1": "2141 ROSECRANS AVE", "street2": "SUITE 4000", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3107267718"}}
As filed with the Securities and Exchange Commission on August 7, 1996
					 Registration No: 33-_________
========================================================================

		 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)

		  UNOCAL SPECIAL STOCK OPTION PLAN
		      (Full title of the plan)

		       DENNIS P.R. CODON, ESQ.
	  VICE PRESIDENT, CHIEF LEGAL OFFICER AND GENERAL COUNSEL
		  2141 Rosecrans Avenue, Suite 4000 
		    El Segundo, California 90245
			  (310) 726-7651
	  (Name, address, including zip code, and telephone number,
		 including area code, of agent for service)
			---------------------------

		       CALCULATION OF REGISTRATION FEE
========================================================================
				       Proposed    Proposed 
				       Maximum     Maximum      Amount  
				       Offering    Aggregate      of    
Title of Securities  Amount to be      Price Per   Offering    Registra-
  to be Registered    Registered       Share (1)   Price (1)   tion Fee 
========================================================================
Common Stock, $1.00
par value per share
(including Preferred
Stock Purchase Rights) 1,100,000 shares $33.25     $33,250,000  $11,466
========================================================================
    (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 August 2, 1996.
========================================================================
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"):

    (1) The Annual Report on Form 10-K of Unocal Corporation ("Unocal") 
    for the fiscal year ended December 31, 1995;

    (2) The Quarterly Report on Form 10-Q of Unocal for the quarter 
    ended March 31, 1996;

    (3) The Current Reports on Form 8-K of Unocal dated January 25, 
    February 20, February 23, April 9, April 24, June 3, and July 25, 
    1996;

    (4) The descriptions of Unocal's Common Stock, $1.00 par value per 
    share ("Common Stock") (including the associated Preferred Stock 
    Purchase Rights) and Unocal's $3.50 Convertible Preferred Stock, 
    $.10 par value per share ("Preferred Stock") (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 Common Stock" and "Description of 
    the Preferred Stock" in the Prospectus dated February 3, 1995, 
    included in the Registration Statement on Form S-3 of Union Oil 
    Company of California and Unocal (File Nos. 33-54861 and 33-54861-
    01), as amended by Amendment No. 1 thereto.

    All documents filed by Unocal pursuant to Section 13(a), 13(c), 14 
or 15(d) of the Securities Exchange Act of 1934 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 thereof from the date of filing 
of such documents.

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., Vice President, General Counsel and Chief Legal Officer of 
Unocal.  As of July 31, 1996, Mr. Codon owned 14,097.6586* shares of 
Common Stock.  He also held options to purchase 50,915 shares of Common 
Stock at prices ranging from $24.3125 to $32.8125, with expiration dates 
ranging from 2000 to 2006.  In addition, Mr. Codon held 16,454 
performance share units, which could be paid out in up to 32,908 shares 
of Common Stock four years after their award dates, depending upon 
Unocal's total return to stockholders.

*   Excludes shares purchased from the reinvestment of dividends in the 
Unocal ESOP in 1996 not yet reported to Plan participants.
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 director 
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 on page 7 of this registration statement lists the 
     exhibits that are filed as part of this registration statement.

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 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.
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 August 5, 1996.

			  UNOCAL CORPORATION

			  By  /s/ Charles S. McDowell
			    --------------------------
			    Charles S. McDowell
			    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/ Roger C. Beach         Chairman of the
      -------------------      Board of Directors and    August 5, 1996
      Roger C. Beach          Chief Executive Officer

    * /s/ Neal E. Schmale     Chief Financial Officer
      --------------------          and Director         August 5, 1996
      Neal E. Schmale

      /s/ Charles S. McDowell    Vice President and
      -------------------       Comptroller (Principal   August 5, 1996
      Charles S. McDowell        Accounting Officer)

    * /s/ MacDonald G. Becket
      ------------------------        Director           August 5, 1996
      MacDonald G. Becket

    * /s/ John W. Creighton, Jr.
      ---------------------------     Director           August 5, 1996
      John W. Creighton, Jr.

    * /s/ Malcolm R. Currie
      ----------------------          Director           August 5, 1996
      Malcolm R. Currie

    * /s/ Frank C. Herringer
      -----------------------         Director           August 5, 1996
      Frank C. Herringer
SIGNATURE                    TITLE                     DATE
	---------                    -----                     ----

    * /s/ John F. Imle, Jr.    
      ----------------------          Director            August 5, 1996
      John F. Imle, Jr.

    * /s/ Donlad P. Jacobs    
      ---------------------           Director            August 5, 1996
      Donald P. Jacobs

    * /s/ Charles R. Weaver         
      ----------------------          Director            August 5, 1996
      Charles R. Weaver

    * /s/ J. Steven Whisler    
      ----------------------          Director            August 5, 1996
      J. Steven Whisler

    * /s/ Marina v.N. Whitman    
      ------------------------        Director            August 5, 1996
      Marina v.N. Whitman

* By /s/ Charles S. McDowell
     -----------------------
     Charles S. McDowell

     Pursuant to the requirements of the Securities Act of 1933, the 
members of the Management Development and Compensation Committee who 
administer the Unocal Special Stock Option 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, August 5, 1996.

			   UNOCAL SPECIAL STOCK OPTION PLAN

			   By * /s/ Donald P. Jacobs
			      ----------------------------------
			      Donald P. Jacobs
			      Member, Management Development 
			      and Compensation Committee

			      * By /s/ Charles S. McDowell
				   -----------------------------
				   Charles S. McDowell
EXHIBIT INDEX

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

  4.1   Certificate of Incorporation of Unocal, as amended (incorporated 
	by reference to Exhibit 3.1 to Amendment No. 2 on Form 10-K/A to 
	Unocal's Annual Report on Form 10-K for the fiscal year ended 
	December 31, 1993, File No. 1-8483).

  4.2   Bylaws of Unocal, as amended effective June 3, 1996, and 
	currently in effect (incorporated by reference to Exhibit 3.3 to 
	Unocal's Annual Report on Form 10-K for the period ended 
	December 31, 1995, File No. 1-8483).

  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., Vice President, Chief Legal 
	Officer and General Counsel, to Unocal.

 23.1   Consent of Coopers & Lybrand L.L.P.

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

  24    Power of Attorney.