As filed with the Securities and Exchange Commission on August 21, 1998
                                         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)
                                   
                   1998 MANAGEMENT INCENTIVE PROGRAM
                       (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
   Title of                        Maximum       Maximum       Amount
  Securities                       Offering     Aggregate        of
    to be          Amount to be   Price Per      Offering    Registra-
  Registered        Registered    Share (1)     Price (1)     tion Fee
=======================================================================
Common Stock,
$1.00 par value
per share
(including
Preferred Stock
Purchase Rights) 8,250,000 shares $34.96875  $288,492,187.75  $85,105
=======================================================================
(1) Solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based upon the average of the high and low
prices reported in the consolidated reporting system for August 19,
1998.

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"):

(a) The Annual Report on Form 10-K of Unocal Corporation ("Unocal") for
    the fiscal year ended December 31, 1997;

(b) The Quarterly Reports on Form 10-Q of Unocal for the fiscal
    quarters ended March 31, 1998, and June 30, 1998;

(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
    Securities Exchange Act of 1934, as amended (the "Exchange Act"),
    since December 31, 1997; and

(d) The description of Unocal's Common Stock, $1.00 par value per share
    ("Common Stock") set forth under the caption "Description of the
    Common Stock," included in the Registration Statement on Form S-3
    of Union Oil Company of California, Unocal and Unocal Capital Trust
    II (File Nos. 333-58415, 333-58415-01 and 333-58415-02).  The
    descriptions of 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 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 August 19,1998, Mr. Codon owned beneficially 23,245
shares of Common Stock.  He also held options to purchase 57,088 shares
of Common Stock at prices ranging from $26.375 to $38.8125, with
expiration dates ranging from 2003 to 2008.  In addition, Mr. Codon
held 15,800 performance share units, which could be paid out in up to
31,600 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 August 20, 1998.

                                    UNOCAL CORPORATION


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


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

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

   /S/ ROGER C. BEACH *         Chairman of the
--------------------------- Board of Directors and      August 20, 1998
      Roger C. Beach        Chief Executive Officer

  /S/ TIMOTHY H. LING *
--------------------------- Chief Financial Officer     August 20, 1998
     Timothy H. Ling

     /S/ JOE D. CECIL          Vice President and
---------------------------  Comptroller (Principal     August 20, 1998
       Joe D. Cecil           Accounting Officer)

  /S/ JOHN W. AMERMAN *
---------------------------         Director            August 20, 1998
     John W. Amerman

/S/ JOHN W. CREIGHTON, JR. *
---------------------------         Director            August 20, 1998
  John W. Creighton, Jr.

 /S/ MALCOLM R. CURRIE *
---------------------------         Director            August 20, 1998
    Malcolm R. Currie

 /S/ FRANK C. HERRINGER *
---------------------------         Director            August 20, 1998
    Frank C. Herringer

 /S/ JOHN F. IMLE, JR. *
---------------------------         Director            August 20, 1998
    John F. Imle, Jr.

 /S/ CHARLES R. WEAVER *
---------------------------         Director            August 20, 1998
    Charles R. Weaver

/S/ MARINA V.N. WHITMAN *
---------------------------         Director            August 20, 1998
   Marina v.N. Whitman

  /S/ KEVIN W. SHARER *
---------------------------         Director            August 20, 1998
     Kevin W. Sharer


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


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, August 20, 1998.

                                    1998 MANAGEMENT INCENTIVE PROGRAM


                                    By  /S/ JOHN W. AMERMAN *
                                      ------------------------------
                                      John W. Amerman
                                      Member, Management Development
                                      and Compensation Committee


                                      * By  /S/ JOE D. CECIL
                                          -------------------------
                                           Joe D. Cecil
                                   
<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 June 1, 1998, and currently in
        effect (incorporated by reference to Exhibit 3.4 to the
        Registration Statement on Form S-3 of Union Oil Company of
        California, Unocal and Unocal Capital Trust II (File Nos. 333-
        58415, 333-58415-01 and 333-58415-02).

  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, of Unocal.

 23.1  Consent of PricewaterhouseCoopers LLP.

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

  24   Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17042}]
{"company-data": {"conformed-name": "UNOCAL CORP", "cik": "0000716039", "assigned-sic": "1311", "irs-number": "953825062", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62199", "film-number": "98697385"}, "business-address": {"street1": "2141 ROSECRANS AVE", "street2": "STE 4000", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3107267600"}}
As filed with the Securities and Exchange Commission on August 21, 1998
                                         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)
                                   
                   1998 MANAGEMENT INCENTIVE PROGRAM
                       (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
   Title of                        Maximum       Maximum       Amount
  Securities                       Offering     Aggregate        of
    to be          Amount to be   Price Per      Offering    Registra-
  Registered        Registered    Share (1)     Price (1)     tion Fee
=======================================================================
Common Stock,
$1.00 par value
per share
(including
Preferred Stock
Purchase Rights) 8,250,000 shares $34.96875  $288,492,187.75  $85,105
=======================================================================
(1) Solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based upon the average of the high and low
prices reported in the consolidated reporting system for August 19,
1998.

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"):

(a) The Annual Report on Form 10-K of Unocal Corporation ("Unocal") for
    the fiscal year ended December 31, 1997;

(b) The Quarterly Reports on Form 10-Q of Unocal for the fiscal
    quarters ended March 31, 1998, and June 30, 1998;

(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
    Securities Exchange Act of 1934, as amended (the "Exchange Act"),
    since December 31, 1997; and

(d) The description of Unocal's Common Stock, $1.00 par value per share
    ("Common Stock") set forth under the caption "Description of the
    Common Stock," included in the Registration Statement on Form S-3
    of Union Oil Company of California, Unocal and Unocal Capital Trust
    II (File Nos. 333-58415, 333-58415-01 and 333-58415-02).  The
    descriptions of 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 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 August 19,1998, Mr. Codon owned beneficially 23,245
shares of Common Stock.  He also held options to purchase 57,088 shares
of Common Stock at prices ranging from $26.375 to $38.8125, with
expiration dates ranging from 2003 to 2008.  In addition, Mr. Codon
held 15,800 performance share units, which could be paid out in up to
31,600 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 August 20, 1998.

                                    UNOCAL CORPORATION

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

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

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

   /S/ ROGER C. BEACH *         Chairman of the
--------------------------- Board of Directors and      August 20, 1998
      Roger C. Beach        Chief Executive Officer

  /S/ TIMOTHY H. LING *
--------------------------- Chief Financial Officer     August 20, 1998
     Timothy H. Ling

     /S/ JOE D. CECIL          Vice President and
---------------------------  Comptroller (Principal     August 20, 1998
       Joe D. Cecil           Accounting Officer)

  /S/ JOHN W. AMERMAN *
---------------------------         Director            August 20, 1998
     John W. Amerman

/S/ JOHN W. CREIGHTON, JR. *
---------------------------         Director            August 20, 1998
  John W. Creighton, Jr.

 /S/ MALCOLM R. CURRIE *
---------------------------         Director            August 20, 1998
    Malcolm R. Currie

 /S/ FRANK C. HERRINGER *
---------------------------         Director            August 20, 1998
    Frank C. Herringer

 /S/ JOHN F. IMLE, JR. *
---------------------------         Director            August 20, 1998
    John F. Imle, Jr.

 /S/ CHARLES R. WEAVER *
---------------------------         Director            August 20, 1998
    Charles R. Weaver

/S/ MARINA V.N. WHITMAN *
---------------------------         Director            August 20, 1998
   Marina v.N. Whitman

  /S/ KEVIN W. SHARER *
---------------------------         Director            August 20, 1998
     Kevin W. Sharer

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

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, August 20, 1998.

                                    1998 MANAGEMENT INCENTIVE PROGRAM

                                    By  /S/ JOHN W. AMERMAN *
                                      ------------------------------
                                      John W. Amerman
                                      Member, Management Development
                                      and Compensation Committee

                                      * By  /S/ JOE D. CECIL
                                          -------------------------
                                           Joe D. Cecil
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 June 1, 1998, and currently in
        effect (incorporated by reference to Exhibit 3.4 to the
        Registration Statement on Form S-3 of Union Oil Company of
        California, Unocal and Unocal Capital Trust II (File Nos. 333-
        58415, 333-58415-01 and 333-58415-02).

  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, of Unocal.

 23.1  Consent of PricewaterhouseCoopers LLP.

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

  24   Power of Attorney.