As filed with the Securities and Exchange Commission on December 31, 2002
                                                 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 Identification No.)
         incorporation or organization)

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

                        1998 MANAGEMENT INCENTIVE PROGRAM
                            (Full title of the plan)

                           CHARLES O. STRATHMAN, ESQ.
                     Vice President and Chief Legal Officer
         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

<TABLE>
<CAPTION>

--------------------------------- --------------------- ------------------------- ------------------------ -----------------
--------------------------------
      Title of each class                                   Proposed maximum         Proposed maximum
         of securities                Amount to be         offering price per       aggregate offering        Amount of
        to be registered               registered               unit(1)                  price(1)          registration fee
--------------------------------- --------------------- ------------------------- ------------------------ -----------------
<S>                               <C>                   <C>                       <C>                      <C>

--------------------------------- --------------------- ------------------------- ------------------------ -----------------
Common Stock, $1.00 par value       4,000,000 shares             $30.86                 $123,440,000          $11,356
per share (including Preferred
Stock Purchase Rights)
--------------------------------- --------------------- ------------------------- ------------------------ -----------------
<FN>

(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 December 27, 2002.

</FN>
</TABLE>



<PAGE>



                PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

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.   Our Annual Report on Form 10-K,  as amended by  Amendments  Nos. 1 and 2 on
     Form 10-K/A, for the fiscal year ended December 31, 2001;

b.   Our Quarterly  Reports on Form 10-Q for the  quarterly  periods ended March
     31,  June 30 (as amended by  Amendment  Nos. 1 and 2 on Form  10-Q/A),  and
     September 30, 2002;

c.   Our Current  Reports on Form 8-K dated (date of  earliest  event  reported)
     January 22 and 24, March 27,  April 8 and 25, and June 10 and 20,  August 2
     and 20,  September 4, 13, 18, 25, and 27, as amended by Amendment  No. 1 on
     Form 8-K/A,  October 1, 8, 24 and 30, November 12, and December 26,
     2002;

d.   All of our 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, 2001; and

e.   The description of our Common Stock,  $1.00 par value per share,  excluding
     that of the associated Preferred Stock Purchase Rights, 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 us (File Nos.
     333-58415  and  333-58415-01),  together  with the  description  of our now
     associated  Preferred  Share Purchase Rights included in our Current Report
     on Form 8-K dated  January 5, 2000,  as they have been amended as set forth
     in our Current  Reports on Form 8-K dated (date of earliest event reported)
     March  27  and  August  2,  2002.  The  descriptions  of  the  6.25%  Trust
     Convertible  Preferred  Securities  of Unocal  Capital  Trust,  (the "Trust
     Convertible  Preferred  Securities"),  the guarantee thereof by us, and our
     6.25% Convertible Junior  Subordinated  Debentures (as the rights and terms
     of which may  materially  limit or  qualify  the  rights  evidenced  by, or
     amounts  payable  with  respect  to, our 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.

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 Prospectus and to be a part hereof from the date of filing of
such documents.

                                       2

<PAGE>


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 by Charles O. Strathman, Esq., Vice President and
Chief Legal Officer of the Company. As of December 30, 2002, Mr. Strathman owned
beneficially 8,429 shares of Common Stock. He also held options to purchase
73,305 shares of common stock at prices ranging from $26.3750 to $38.8125, with
expiration dates ranging from 2004 to 2012. In addition, Mr. Strathman held
12,751 performance share units, which could be paid out in up to 25,502 shares
of common stock four years after their award dates, depending upon our 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 Restated 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.

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,

                                       3

<PAGE>


               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;

     2.   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.

     3.   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.

     4.   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.

                                       4

<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 December 31,
2002.

                                              UNOCAL CORPORATION


                                              By /s/ Joe D. Cecil *
                                                _______________________
                                                Joe D. Cecil
                                                Vice President and Comptroller


                                                   * By /s/ Darrell D. Chessum
                                                        _____________________
                                                        Darrell D. Chessum
                                                        Attorney-in-Fact

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:

<TABLE>
<CAPTION>


                SIGNATURE                                     TITLE                                 DATE
         <S>                                    <C>                                         <C>

         /S/ Charles R. Williamson *            Chairman of the Board of Directors           December 31, 2002
         _______________________                   and Chief Executive Officer
          Charles R. Williamson                   (Principal Executive Officer)

         /S/ Timothy H. Ling *                  President, Chief Operating Officer           December 31, 2002
         _______________________                           and Director
             Timothy H. Ling

         /S/ Terry G. Dallas *                      Executive Vice President                 December 31, 2002
         _______________________                   and Chief Financial Officer
             Terry G. Dallas

         /S/ Joe D. Cecil *                       Vice President and Comptroller             December 31, 2002
         _______________________                 (Principal Accounting Officer)
               Joe D. Cecil

         /S/ John W. Amerman *                               Director                        December 31, 2002
         _______________________
             John W. Amerman

         /S/ John W. Creighton, Jr. *                  Vice Chairman of the                  December 31, 2002
         _______________________                        Board of Directors
          John W. Creighton, Jr.


         -----------------------                             Director
            James W. Crownover

                                       5

<PAGE>

                SIGNATURE                                     TITLE                                 DATE


         /S/ Frank C. Herringer *                            Director                        December 31, 2002
         _______________________
            Frank C. Herringer


          -----------------------                            Director
            Charles R. Larson


          /S/ Donald B. Rice *                               Director                        December 31, 2002
          _______________________
              Donald B. Rice

         /S/ Kevin W. Sharer *                               Director                        December 31, 2002
         _______________________
             Kevin W. Sharer

         /S/ Marina v.N. Whitman *
         _______________________                             Director                        December 31, 2002
           Marina v.N. Whitman

<FN>

* By /S/ Darrell D. Chessum
     _____________________
      Darrell D. Chessum
      Attorney-in-Fact
</FN>
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, the members of the
Management Development and Compensation Committee who administer the 1998
Management Incentive Program, 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, December 31, 2002.

                                         1998 MANAGEMENT INCENTIVE
                                         PROGRAM



                                         By /S/ Frank C. Herringer *
                                            ________________________
                                            Frank C. Herringer
                                            Member, Management Development and
                                            Compensation Committee


                                            * By /S/ Darrell D. Chessum
                                                _____________________
                                                Darrell D. Chessum
                                                Attorney-in-Fact


                                       6
<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 year ended December
         31, 1999, File No. 1-8483). *

4.2      Bylaws of Unocal, as amended through December 3, 2002, and currently in
         effect (incorporated by reference to Exhibit 3 to Unocal's Current
         Report on Form 8-K dated December 3, 2002, File No. 1-8483). *

4.3      Rights Agreement, dated as of January 5, 2000, between Unocal and
         Mellon Investor Services, L.L.C., as Rights Agent (incorporated by
         reference to Exhibit 4 to Unocal's Current Report on Form 8-K dated
         January 5, 2000, File No. 1-8483), as amended by Amendment to Rights
         Agreement, dated as of March 27, 2002 (incorporated by reference to
         Exhibit 10 to Unocal's Current Report on Form 8-K dated March 27, 2002,
         File No. 1-8483), and as further amended by Amendment No. 2 to Rights
         Agreement, dated as of August 2, 2002 (incorporated by reference to
         Exhibit 10 to Unocal's Current Report on Form 8- K dated August 2,
         2002, File No. 1-8483). *

5        Opinion of Charles O. Strathman, Esq., Vice President and Chief Legal
         Officer of Unocal.

23.1     Consent of PricewaterhouseCoopers LLP.

23.2     Consent of Charles O. Strathman, Esq., Vice President and Chief Legal
         Officer of Unocal (included in Exhibit 5).

24       Power of Attorney.

------------------
* Previously filed

                                       7

<PAGE>
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As filed with the Securities and Exchange Commission on December 31, 2002
                                                 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 Identification No.)
         incorporation or organization)

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

                        1998 MANAGEMENT INCENTIVE PROGRAM
                            (Full title of the plan)

                           CHARLES O. STRATHMAN, ESQ.
                     Vice President and Chief Legal Officer
         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 each class                                   Proposed maximum         Proposed maximum
         of securities                Amount to be         offering price per       aggregate offering        Amount of
        to be registered               registered               unit(1)                  price(1)          registration fee
--------------------------------- --------------------- ------------------------- ------------------------ -----------------
--------------------------------- --------------------- ------------------------- ------------------------ -----------------
Common Stock, $1.00 par value       4,000,000 shares             $30.86                 $123,440,000          $11,356
per share (including Preferred
Stock Purchase 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 December 27, 2002.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

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.   Our Annual Report on Form 10-K,  as amended by  Amendments  Nos. 1 and 2 on
     Form 10-K/A, for the fiscal year ended December 31, 2001;

b.   Our Quarterly  Reports on Form 10-Q for the  quarterly  periods ended March
     31,  June 30 (as amended by  Amendment  Nos. 1 and 2 on Form  10-Q/A),  and
     September 30, 2002;

c.   Our Current  Reports on Form 8-K dated (date of  earliest  event  reported)
     January 22 and 24, March 27,  April 8 and 25, and June 10 and 20,  August 2
     and 20,  September 4, 13, 18, 25, and 27, as amended by Amendment  No. 1 on
     Form 8-K/A,  October 1, 8, 24 and 30, November 12, and December 26,
     2002;

d.   All of our 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, 2001; and

e.   The description of our Common Stock,  $1.00 par value per share,  excluding
     that of the associated Preferred Stock Purchase Rights, 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 us (File Nos.
     333-58415  and  333-58415-01),  together  with the  description  of our now
     associated  Preferred  Share Purchase Rights included in our Current Report
     on Form 8-K dated  January 5, 2000,  as they have been amended as set forth
     in our Current  Reports on Form 8-K dated (date of earliest event reported)
     March  27  and  August  2,  2002.  The  descriptions  of  the  6.25%  Trust
     Convertible  Preferred  Securities  of Unocal  Capital  Trust,  (the "Trust
     Convertible  Preferred  Securities"),  the guarantee thereof by us, and our
     6.25% Convertible Junior  Subordinated  Debentures (as the rights and terms
     of which may  materially  limit or  qualify  the  rights  evidenced  by, or
     amounts  payable  with  respect  to, our 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.

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 Prospectus and to be a part hereof from the date of filing of
such documents.

                                       2
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 by Charles O. Strathman, Esq., Vice President and
Chief Legal Officer of the Company. As of December 30, 2002, Mr. Strathman owned
beneficially 8,429 shares of Common Stock. He also held options to purchase
73,305 shares of common stock at prices ranging from $26.3750 to $38.8125, with
expiration dates ranging from 2004 to 2012. In addition, Mr. Strathman held
12,751 performance share units, which could be paid out in up to 25,502 shares
of common stock four years after their award dates, depending upon our 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 Restated 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.

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,

                                       3
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;

     2.   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.

     3.   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.

     4.   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.

                                       4
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 December 31,
2002.

                                              UNOCAL CORPORATION

                                              By /s/ Joe D. Cecil *
                                                _______________________
                                                Joe D. Cecil
                                                Vice President and Comptroller

                                                   * By /s/ Darrell D. Chessum
                                                        _____________________
                                                        Darrell D. Chessum
                                                        Attorney-in-Fact

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 *            Chairman of the Board of Directors           December 31, 2002
         _______________________                   and Chief Executive Officer
          Charles R. Williamson                   (Principal Executive Officer)

         /S/ Timothy H. Ling *                  President, Chief Operating Officer           December 31, 2002
         _______________________                           and Director
             Timothy H. Ling

         /S/ Terry G. Dallas *                      Executive Vice President                 December 31, 2002
         _______________________                   and Chief Financial Officer
             Terry G. Dallas

         /S/ Joe D. Cecil *                       Vice President and Comptroller             December 31, 2002
         _______________________                 (Principal Accounting Officer)
               Joe D. Cecil

         /S/ John W. Amerman *                               Director                        December 31, 2002
         _______________________
             John W. Amerman

         /S/ John W. Creighton, Jr. *                  Vice Chairman of the                  December 31, 2002
         _______________________                        Board of Directors
          John W. Creighton, Jr.

         -----------------------                             Director
            James W. Crownover

                                       5
SIGNATURE                                     TITLE                                 DATE

         /S/ Frank C. Herringer *                            Director                        December 31, 2002
         _______________________
            Frank C. Herringer

          -----------------------                            Director
            Charles R. Larson

          /S/ Donald B. Rice *                               Director                        December 31, 2002
          _______________________
              Donald B. Rice

         /S/ Kevin W. Sharer *                               Director                        December 31, 2002
         _______________________
             Kevin W. Sharer

         /S/ Marina v.N. Whitman *
         _______________________                             Director                        December 31, 2002
           Marina v.N. Whitman
* By /S/ Darrell D. Chessum
     _____________________
      Darrell D. Chessum
      Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the members of the
Management Development and Compensation Committee who administer the 1998
Management Incentive Program, 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, December 31, 2002.

                                         1998 MANAGEMENT INCENTIVE
                                         PROGRAM

                                         By /S/ Frank C. Herringer *
                                            ________________________
                                            Frank C. Herringer
                                            Member, Management Development and
                                            Compensation Committee

                                            * By /S/ Darrell D. Chessum
                                                _____________________
                                                Darrell D. Chessum
                                                Attorney-in-Fact

                                       6
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 year ended December
         31, 1999, File No. 1-8483). *

4.2      Bylaws of Unocal, as amended through December 3, 2002, and currently in
         effect (incorporated by reference to Exhibit 3 to Unocal's Current
         Report on Form 8-K dated December 3, 2002, File No. 1-8483). *

4.3      Rights Agreement, dated as of January 5, 2000, between Unocal and
         Mellon Investor Services, L.L.C., as Rights Agent (incorporated by
         reference to Exhibit 4 to Unocal's Current Report on Form 8-K dated
         January 5, 2000, File No. 1-8483), as amended by Amendment to Rights
         Agreement, dated as of March 27, 2002 (incorporated by reference to
         Exhibit 10 to Unocal's Current Report on Form 8-K dated March 27, 2002,
         File No. 1-8483), and as further amended by Amendment No. 2 to Rights
         Agreement, dated as of August 2, 2002 (incorporated by reference to
         Exhibit 10 to Unocal's Current Report on Form 8- K dated August 2,
         2002, File No. 1-8483). *

5        Opinion of Charles O. Strathman, Esq., Vice President and Chief Legal
         Officer of Unocal.

23.1     Consent of PricewaterhouseCoopers LLP.

23.2     Consent of Charles O. Strathman, Esq., Vice President and Chief Legal
         Officer of Unocal (included in Exhibit 5).

24       Power of Attorney.

------------------
* Previously filed

                                       7