As filed with the Securities and Exchange Commission on December 29, 1995
                                                        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 issuer as 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
                                 (310) 726-7600
   (Address, including zip code, and telephone number, including area code, of
                          principal executive offices)

                               UNOCAL SAVINGS PLAN
                            (Full title of the Plan)

                             DENNIS P.R. CODON, Esq.
                       Vice President 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
                                       Offering     Aggregate    Amount of
Title of Securities    Amount to be    Price Per    Offering     Registration
to be Registered       Registered      Share (1)    Price (1)    Fee
================================================================================
Common Stock, $1.00 
Par Value per
share (including
Preferred Stock 
Purchase
Rights)              5,000,000 shares   $29.375     $146,875,000   $50,647
================================================================================

(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 26, 1995.

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.
================================================================================


<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) Unocal  Corporation's  ("Unocal's") Annual Report on Form 10-K for
              the fiscal year ended December 31, 1994;

          (2) The  Unocal  Savings  Plan's  Annual  Report  on Form 11-K for the
              fiscal year ended December 31, 1994;


          (3) Unocal's  Quarterly Reports on Form 10-Q for the quarterly periods
              ended   March 31, June 30 and   September  30,  1995,  the last as
              amended by Amendment No. 1 on Form 10-Q/A; 

          (4) Unocal's Current Reports on Form 8-K dated January 30, January 31,
              April 26, July 24, August 29, and October 26, 1995;

          (5)  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 and the Unocal  Savings Plan 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 and General  Counsel,  Chief Legal Officer and Corporate  Secretary of
Unocal.  As of November 30, 1995, Mr. Codon owned 11,160 shares of Common Stock.
He also held options to purchase 38,715 shares of Common Stock at prices ranging
from $24.3125 to $30.0625,  with expiration  dates ranging from 2000 to 2005. In
addition, Mr. Codon held 11,400 performance share units, which could be paid out
in up to 22,800  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.



                                       1
<PAGE>



    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 6 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:

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

                      (ii) 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;

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

    provided,  however,  that the  undertakings  set forth in paragraphs (i) and
    (ii) 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.




                                       2
<PAGE>


     (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.





                                       3
<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  28,
1995.

                                    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
          ---------                    -----                         ----
          
                                     
                                     
      ROGER C. BEACH *       Chairman of the Board of          December 28, 1995
      ----------------           Directors and         
       Roger C. Beach         Chief Executive Officer 
                                  
                                   
      NEAL E. SCHMALE *      Chief Financial Officer           December 28, 1995
      -----------------          and Director     
       Neal E. Schmale   
                                                  
                                   Vice President and          December 28, 1995
   /s/ CHARLES S. MCDOWELL         Comptroller                     
   -----------------------        (Principal Accounting
     Charles S. McDowell              Officer)                                 
                                                     
                                      
      JOHN W. AMERMAN *            Director                    December 28, 1995
      -----------------
       John W. Amerman

    MACDONALD G. BECKET *          Director                    December 28, 1995
    --------------------- 
     MacDonald G. Becket

  JOHN W. CREIGHTON, JR. *         Director                    December 28, 1995
  ------------------------
   John W. Creighton, Jr.

     MALCOLM R. CURRIE *           Director                    December 28, 1995
     -------------------
      Malcolm R. Currie

    FRANK C. HERRINGER *           Director                    December 28, 1995
    --------------------
     Frank C. Herringer

     JOHN F. IMLE, JR. *           Director                    December 28, 1995
     --------------------
      John F. Imle, Jr.




                                       4
<PAGE>




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

          DONALD P. JACOBS *        Director                   December 28, 1995
          ------------------
           Donald P. Jacobs

        RICHARD J. STEGEMEIER *     Director                   December 28, 1995
        -----------------------
         Richard J. Stegemeier

           J. STEVEN WHISLER *       Director                  December 28, 1995
           -------------------
            J. Steven Whisler

           CHARLES R. WEAVER *       Director                  December 28, 1995
           -------------------
            Charles R. Weaver

          MARINA v.N. WHITMAN *      Director                  December 28, 1995
          ---------------------
           Marina v.N. Whitman


* By  /s/ CHARLES S. MCDOWELL
- -----------------------------
           Charles S. McDowell
            Attorney-In-Fact





         Pursuant to the requirements of the Securities Act of 1933, the members
of the Savings Plan/ESOP Committee, who administer the Unocal Savings 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, December 28, 1995.


                                       UNOCAL SAVINGS PLAN




                                       By  /s/  CHARLES S. MCDOWELL
                                       ----------------------------
                                            Charles S. McDowell
                                           Member, Savings Plan/
                                             ESOP Committee



                                       5
<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 May 22,  1995,  and  currently in effect
          (incorporated  by reference to Exhibit 3 to Unocal's  Quarterly Report
          on Form 10-Q for the quarterly  period ended March 31, 1995,  File No.
          1-8483).

     4.3  Rights  Agreement  dated as of January 29,  1990,  between  Unocal and
          Chemical Trust Company of California, as 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. to Unocal.

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

     23.2 Consent of Dennis P. R. Codon, Esq. (included in Exhibit 5).

     24   Power of Attorney.









                                       6
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{"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": "033-65461", "film-number": "95605541"}, "business-address": {"street1": "2141 ROSECRANS AVE", "street2": "SUITE 4000", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3107267713"}}
As filed with the Securities and Exchange Commission on December 29, 1995
                                                        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 issuer as 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
                                 (310) 726-7600
   (Address, including zip code, and telephone number, including area code, of
                          principal executive offices)

                               UNOCAL SAVINGS PLAN
                            (Full title of the Plan)

                             DENNIS P.R. CODON, Esq.
                       Vice President 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
                                       Offering     Aggregate    Amount of
Title of Securities    Amount to be    Price Per    Offering     Registration
to be Registered       Registered      Share (1)    Price (1)    Fee
================================================================================
Common Stock, $1.00 
Par Value per
share (including
Preferred Stock 
Purchase
Rights)              5,000,000 shares   $29.375     $146,875,000   $50,647
================================================================================

(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 26, 1995.

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.
================================================================================
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) Unocal  Corporation's  ("Unocal's") Annual Report on Form 10-K for
              the fiscal year ended December 31, 1994;

          (2) The  Unocal  Savings  Plan's  Annual  Report  on Form 11-K for the
              fiscal year ended December 31, 1994;

          (3) Unocal's  Quarterly Reports on Form 10-Q for the quarterly periods
              ended   March 31, June 30 and   September  30,  1995,  the last as
              amended by Amendment No. 1 on Form 10-Q/A; 

          (4) Unocal's Current Reports on Form 8-K dated January 30, January 31,
              April 26, July 24, August 29, and October 26, 1995;

          (5)  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 and the Unocal  Savings Plan 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 and General  Counsel,  Chief Legal Officer and Corporate  Secretary of
Unocal.  As of November 30, 1995, Mr. Codon owned 11,160 shares of Common Stock.
He also held options to purchase 38,715 shares of Common Stock at prices ranging
from $24.3125 to $30.0625,  with expiration  dates ranging from 2000 to 2005. In
addition, Mr. Codon held 11,400 performance share units, which could be paid out
in up to 22,800  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.

                                       1
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 6 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:

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

                      (ii) 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;

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

    provided,  however,  that the  undertakings  set forth in paragraphs (i) and
    (ii) 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.

                                       2
(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.

                                       3
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  28,
1995.

                                    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
          ---------                    -----                         ----
          
                                     
                                     
      ROGER C. BEACH *       Chairman of the Board of          December 28, 1995
      ----------------           Directors and         
       Roger C. Beach         Chief Executive Officer 
                                  
                                   
      NEAL E. SCHMALE *      Chief Financial Officer           December 28, 1995
      -----------------          and Director     
       Neal E. Schmale   
                                                  
                                   Vice President and          December 28, 1995
   /s/ CHARLES S. MCDOWELL         Comptroller                     
   -----------------------        (Principal Accounting
     Charles S. McDowell              Officer)                                 
                                                     
                                      
      JOHN W. AMERMAN *            Director                    December 28, 1995
      -----------------
       John W. Amerman

    MACDONALD G. BECKET *          Director                    December 28, 1995
    --------------------- 
     MacDonald G. Becket

  JOHN W. CREIGHTON, JR. *         Director                    December 28, 1995
  ------------------------
   John W. Creighton, Jr.

     MALCOLM R. CURRIE *           Director                    December 28, 1995
     -------------------
      Malcolm R. Currie

    FRANK C. HERRINGER *           Director                    December 28, 1995
    --------------------
     Frank C. Herringer

     JOHN F. IMLE, JR. *           Director                    December 28, 1995
     --------------------
      John F. Imle, Jr.

                                       4
SIGNATURE               TITLE                     DATE
               ---------               -----                     ----

          DONALD P. JACOBS *        Director                   December 28, 1995
          ------------------
           Donald P. Jacobs

        RICHARD J. STEGEMEIER *     Director                   December 28, 1995
        -----------------------
         Richard J. Stegemeier

           J. STEVEN WHISLER *       Director                  December 28, 1995
           -------------------
            J. Steven Whisler

           CHARLES R. WEAVER *       Director                  December 28, 1995
           -------------------
            Charles R. Weaver

          MARINA v.N. WHITMAN *      Director                  December 28, 1995
          ---------------------
           Marina v.N. Whitman

* By  /s/ CHARLES S. MCDOWELL
- -----------------------------
           Charles S. McDowell
            Attorney-In-Fact

         Pursuant to the requirements of the Securities Act of 1933, the members
of the Savings Plan/ESOP Committee, who administer the Unocal Savings 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, December 28, 1995.

                                       UNOCAL SAVINGS PLAN

                                       By  /s/  CHARLES S. MCDOWELL
                                       ----------------------------
                                            Charles S. McDowell
                                           Member, Savings Plan/
                                             ESOP Committee

                                       5
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 May 22,  1995,  and  currently in effect
          (incorporated  by reference to Exhibit 3 to Unocal's  Quarterly Report
          on Form 10-Q for the quarterly  period ended March 31, 1995,  File No.
          1-8483).

     4.3  Rights  Agreement  dated as of January 29,  1990,  between  Unocal and
          Chemical Trust Company of California, as 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. to Unocal.

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

     23.2 Consent of Dennis P. R. Codon, Esq. (included in Exhibit 5).

     24   Power of Attorney.

                                       6