<PAGE>
                               
 As filed with the Securities and Exchange Commission on April 11, 1997
                                         Registration No: 333-_________
========================================================================
                                    
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C. 20549
                         -----------------------
                                    
                                FORM S-8
                                    
                         REGISTRATION STATEMENT
                                  Under
                       THE SECURITIES ACT OF 1933
                       ---------------------------
                                    
                           UNOCAL CORPORATION
           (Exact name of registrant specified in its charter)
                                    
                Delaware                           95-3825062
    (State or other jurisdiction of             (I.R.S. Employer
     incorporation or organization)           Identification No.)
                                    
     2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
      (Address, including zip code, of Principal Executive Offices)
                                    
                UNOCAL SPECIAL STOCK OPTION PLAN OF 1997
                        (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) 2,000,000 shares $38.75  $77,500,000   $23,485
========================================================================
    (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 April 7, 1997.
========================================================================

<PAGE>

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

    (a) The Annual Report on Form 10-K of Unocal Corporation ("Unocal")
    for the fiscal year ended December 31, 1996;

    (b) All other reports filed pursuant to Section 13(a) or 159d) of
    the Secutities Exchange Act of 1934, as amended (the "Exchange
    act"), since December 31, 1996; and

    (c) The descriptions of Unocal's Common Stock, $1.00 par value per
    share ("Common Stock") (including the associated Preferred Stock
    Purchase Rights) and the 6 1/4% Trust Convertible Preferred
    Securities of Unocal Capital Trust, (the "Trust Convertible
    Preferred Securities"), the guarantee thereof by Unocal (the
    "Guarantee"), and the 6 1/4% Convertible Junior Subordinated
    Debentures of Unocal (the "Convertible Debentures") (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," "Description
    of the Trust Convertible Preferred Securities," "Description of the
    Guarantee," "Description of the Convertible Debentures," and "Effect
    of Obligations under the Convertible Debentures and the Guarantee"
    in the Prospectus dated August 7, 1996, included in the Registration
    Statement on Form S-4 of Unocal and Unocal Capital Trust (File Nos.
    333-09137 and 333-09137-01), as amended by Pre-Effective Amendment
    No. 1 thereto.

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

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 March 15, 1997, Mr. Codon owned 20,367 shares of Common
Stock, excluding any shares purchased from the reinvestment of dividends
in the Unocal ESOP in 1997 not yet reported to participants.  He also
held options to purchase 35,227 shares of Common Stock at prices ranging
from $26.375 to $32.8125, with expiration dates ranging from 2003 to
2006.  In addition, Mr. Codon held 12,763 performance share units, which
could be paid out in up to 25,526 shares of Common Stock four years
after their award dates, depending upon Unocal's total return to
stockholders.

Item 6.  Indemnification of Directors and Officers.

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

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

Item 8.  Exhibits.

    The Exhibit Index 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.

<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 April 2, 1997

                            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       April 2, 1997
      Roger C. Beach        Chief Executive Officer

   /S/NEAL E. SCHMALE *     Chief Financial Officer
  ---------------------           and Director           April 2, 1997
     Neal E. Schmale

  /S/CHARLES S. MCDOWELL*      Vice President and
 ------------------------    Comptroller(Principal       April 2, 1997
   Charles S. McDowell        Accounting Officer)


   -------------------              Director
     John W. Amerman

   /S/MACDONALD G. BECKET*
-------------------------           Director             April 2, 1997
   MacDonald G. Becket

/S/JOHN W. CREIGHTON, JR.*
---------------------------         Director             April 2, 1997
  John W. Creighton, Jr.

<PAGE>

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

  /S/MALCOM R. CURRIE  *
  ----------------------            Director             April 2, 1997
    Malcolm R. Currie

  /S/FRANK C. HERRINGER*
 -----------------------            Director             April 2, 1997
    Frank C. Herringer

  /S/JOHN F. IMLE, JR. *
  ----------------------            Director             April 2, 1997
    John F. Imle, Jr.

   /S/DONALD P. JACOBS *
  ---------------------             Director             April 2, 1997
     Donald P. Jacobs

  /S/CHARLES R. WEAVER *
  ----------------------            Director             April 2, 1997
    Charles R. Weaver

  /S/J. STEVEN WHISLER *
  ----------------------            Director             April 2, 1997
    J. Steven Whisler

 /S/MARINA V.N. WHITMAN*
 ------------------------           Director             April 2, 1997
   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, April 2, 1997.

                            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 though  February  3,  1997,  and
        currently in effect (incorporated by reference to Exhibit 3.1 to
        Unocal's Current Report on Form 8-K dated February 3, 1997,  and
        filed February 7, 1997, 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": 16939}]
{"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": "333-25039", "film-number": "97579169"}, "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 April 11, 1997
                                         Registration No: 333-_________
========================================================================
                                    
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C. 20549
                         -----------------------
                                    
                                FORM S-8
                                    
                         REGISTRATION STATEMENT
                                  Under
                       THE SECURITIES ACT OF 1933
                       ---------------------------
                                    
                           UNOCAL CORPORATION
           (Exact name of registrant specified in its charter)
                                    
                Delaware                           95-3825062
    (State or other jurisdiction of             (I.R.S. Employer
     incorporation or organization)           Identification No.)
                                    
     2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
      (Address, including zip code, of Principal Executive Offices)
                                    
                UNOCAL SPECIAL STOCK OPTION PLAN OF 1997
                        (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) 2,000,000 shares $38.75  $77,500,000   $23,485
========================================================================
    (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 April 7, 1997.
========================================================================
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

    (a) The Annual Report on Form 10-K of Unocal Corporation ("Unocal")
    for the fiscal year ended December 31, 1996;

    (b) All other reports filed pursuant to Section 13(a) or 159d) of
    the Secutities Exchange Act of 1934, as amended (the "Exchange
    act"), since December 31, 1996; and

    (c) The descriptions of Unocal's Common Stock, $1.00 par value per
    share ("Common Stock") (including the associated Preferred Stock
    Purchase Rights) and the 6 1/4% Trust Convertible Preferred
    Securities of Unocal Capital Trust, (the "Trust Convertible
    Preferred Securities"), the guarantee thereof by Unocal (the
    "Guarantee"), and the 6 1/4% Convertible Junior Subordinated
    Debentures of Unocal (the "Convertible Debentures") (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," "Description
    of the Trust Convertible Preferred Securities," "Description of the
    Guarantee," "Description of the Convertible Debentures," and "Effect
    of Obligations under the Convertible Debentures and the Guarantee"
    in the Prospectus dated August 7, 1996, included in the Registration
    Statement on Form S-4 of Unocal and Unocal Capital Trust (File Nos.
    333-09137 and 333-09137-01), as amended by Pre-Effective Amendment
    No. 1 thereto.

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

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 March 15, 1997, Mr. Codon owned 20,367 shares of Common
Stock, excluding any shares purchased from the reinvestment of dividends
in the Unocal ESOP in 1997 not yet reported to participants.  He also
held options to purchase 35,227 shares of Common Stock at prices ranging
from $26.375 to $32.8125, with expiration dates ranging from 2003 to
2006.  In addition, Mr. Codon held 12,763 performance share units, which
could be paid out in up to 25,526 shares of Common Stock four years
after their award dates, depending upon Unocal's total return to
stockholders.

Item 6.  Indemnification of Directors and Officers.

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

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

Item 8.  Exhibits.

    The Exhibit Index 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 April 2, 1997

                            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       April 2, 1997
      Roger C. Beach        Chief Executive Officer

   /S/NEAL E. SCHMALE *     Chief Financial Officer
  ---------------------           and Director           April 2, 1997
     Neal E. Schmale

  /S/CHARLES S. MCDOWELL*      Vice President and
 ------------------------    Comptroller(Principal       April 2, 1997
   Charles S. McDowell        Accounting Officer)

   -------------------              Director
     John W. Amerman

   /S/MACDONALD G. BECKET*
-------------------------           Director             April 2, 1997
   MacDonald G. Becket

/S/JOHN W. CREIGHTON, JR.*
---------------------------         Director             April 2, 1997
  John W. Creighton, Jr.
SIGNATURE                    TITLE                    DATE
        ---------                    -----                    ----

  /S/MALCOM R. CURRIE  *
  ----------------------            Director             April 2, 1997
    Malcolm R. Currie

  /S/FRANK C. HERRINGER*
 -----------------------            Director             April 2, 1997
    Frank C. Herringer

  /S/JOHN F. IMLE, JR. *
  ----------------------            Director             April 2, 1997
    John F. Imle, Jr.

   /S/DONALD P. JACOBS *
  ---------------------             Director             April 2, 1997
     Donald P. Jacobs

  /S/CHARLES R. WEAVER *
  ----------------------            Director             April 2, 1997
    Charles R. Weaver

  /S/J. STEVEN WHISLER *
  ----------------------            Director             April 2, 1997
    J. Steven Whisler

 /S/MARINA V.N. WHITMAN*
 ------------------------           Director             April 2, 1997
   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, April 2, 1997.

                            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 though  February  3,  1997,  and
        currently in effect (incorporated by reference to Exhibit 3.1 to
        Unocal's Current Report on Form 8-K dated February 3, 1997,  and
        filed February 7, 1997, 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.