SECURITIES  AND EXCHANGE COMMISSION
                  WASHINGTON, D.C.  20549



                          FORM 8-K


                       CURRENT REPORT



             Pursuant to Section 13 or 15(d) of
            The Securities Exchange Act of 1934


               Date of Report:  March 2, 1994



                     UNOCAL CORPORATION
                     ------------------
   (Exact name of registrant as specified in its charter)



     Delaware                         1-8483            95-3825062

(State or other jurisdiction of     (Commission       (I.R.S. Employer
incorporation or organization)      File Number)      Identification No.)




1201 West Fifth Street, Los Angeles, California     90017

(Address of principal executive offices)          (Zip Code)




Registrant's telephone number, including area code:   (213)  977-7600
















Item 5.   Other Events


          On February 28, 1994, the Bylaws of Unocal Corporation were
          changed as follows:

                                    
                           UNOCAL CORPORATION

                               RESOLUTIONS

       "RESOLVED,  That Section 2 of Article IV of the Bylaws  of  this
 Corporation  shall be amended effective April 25, 1994 to  reduce  the
 number of directors of the Corporation from 14 to 12 and shall read as
 follows:
 
     'Section  2. Number.  The exact number of directors  of  the
     Corporation, within the limits specified in ARTICLE  SEVENTH
     of  the Corporation's Certificate of Incorporation, shall be
     twelve until changed in the manner provided by law.'"
     
       "RESOLVED, That the first sentence of Section 1 of Article V  of
 the  Bylaws  shall  be amended effective May 1,  1994  to  reduce  the
 minimum number of directors composing the Executive Committee to three
 and shall read as follows:
 
     'Section  1. Number and Composition.  The Board of Directors
     shall  appoint from its membership, annually,  an  Executive
     Committee  of  three  or  more directors  who  are  salaried
     officers of the Corporation.'"
     



          
          
                         SIGNATURE
          
          
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                      UNOCAL CORPORATION
                                      ------------------
                                         (Registrant)







                                 by:  CHARLES S. MCDOWELL
                                 ------------------------

                                   (Charles S. McDowell, Vice
                                    President and Comptroller)










Dated:  March 2, 1994