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SPECIAL                                   [UNOCAL LOGO HERE]
EDITION
                              
                           SEVENTY SIX
                                                  APRIL 1994

[A photograph appears here.  The picture is of a group of people, 
mostly Myanmar nationals and mostly children.  There are also a
Unocal employee and a contract employee.  The group is facing the 
camera, some waving their hands to the camera.]  The caption under 
the picture reads: From 1990 to 1992, during an onshore exploration 
program in Myanmar, Unocal people - both employees and contractors 
- - had the opportunity to participate in community life, helping to 
build mutual understanding and respect.

                       Unocal in Myanmar:
                      ENERGY PROJECTS BRING
                      A POSITIVE INFLUENCE

Over the past year, Unocal's activities in Myanmar
(formerly Burma) have become a source of controversy.
"Human rights groups and environmentalists have come to
us with their concerns," said John Imle, Jr., president
of Unocal's Energy Resources Division. "So it's
important to communicate our beliefs and values, as
well as the facts about our activities there."

[A shaded oval with text is inserted into the text here.]  The text
reads: Unocal people are ambassadors for a system of ideas and
values from a world far beyond the borders of Myanmar.

     From 1990 to 1992, Unocal operated an onshore
exploration program in Myanmar. When no commercial
quantities of crude oil or natural gas were found, the
project ended. Now Unocal is participating in a natural
gas project offshore Myanmar.
     "We share a very fundamental belief at Unocal,"
Imle said, "based on 40 years' experience doing
business in the international arena. Time and again,
we've seen how our presence has helped improve the
quality of life for people in developing countries --
regardless of a country's politics."

           PEOPLE BENEFIT FROM OUR PRESENCE
     During Unocal's onshore exploration program in
Myanmar, the company employed a total of some 2,000
nationals, both directly and indirectly.
     "The people also benefited," said Imle, "in ways
that go beyond economic gains. Our project exposed
people to valuable knowledge and experience that will
stay with them the rest of their lives."
     Imle noted that local doctors received modern
training and medical supplies. Cooks learned basic
principles of hygiene to help stop the spread of
disease. Drillers and other field personnel were taught
safer work practices and techniques. Workers had access
to high-quality medical care, some for the first time
in their lives.
     Unocal expatriates lived and worked alongside the
local employees, who represented a wide range of ethnic
groups and religious beliefs. "These Unocal people
were, in effect, ambassadors for a system of ideas and
values from a world far beyond the borders of Myanmar,"
Imle explained.

               GAS PROJECT BASED ON ETHICAL VALUES
     "At Unocal, it's one of our core values to meet
the highest ethical standards, wherever we do
business," Imle said. "I feel very strongly about that
and want people to know that this applies absolutely to
our current project in Myanmar."

[A shaded circle with text is inserted into the text here.]  The
text reads: We make sure wages are fair and working conditions are
safe.

     Unocal and its partner, the French oil company
Total, plan to develop the Yadana natural gas field,
about 50 miles offshore Myanmar. Total is the operator.
Because the major market for the gas is Thailand, the
project includes plans for construction of a gas export
pipeline.

[A map appears here showing the offshore pipeline route through
Myanmar.  The map includes Myanmar, the surrounding countries, 
and the surrounding bodies of water.]  The caption reads: About 
85 percent (some 220 miles) of the proposed natural gas export 
pipeline from the Yadana field is offshore.

     The pipeline's total length from the offshore
field to the Thai border is approximately 260 miles.
While most of the pipeline is offshore, a segment
roughly 40 miles long will cross land in Myanmar.
     Imle added, "Our operator-partner Total is as
committed as we are to seeing that this entire project
follows exemplary standards for ethical conduct and
environmental care.  There's full cooperation between
the two companies, and we communicate regularly about
all aspects of the project."

                  ENVIRONMENTAL CARE A PRIORITY
     The exact path of the pipeline has not yet been
determined along the eastern section through Myanmar,
where three options are under consideration.  "Final
route selection depends in large part on which path has
the least environmental impact," Imle said.
     Much of the proposed pipeline route follows river
valleys with mostly scrub vegetation and some farmland.
Construction of the buried pipeline will require
clearing a path about 100 feet wide.  After
construction, the width of the cleared corridor will be
reduced to about 50 feet.
     "A key point," Imle emphasized, "is to make sure
there's minimal environmental impact every inch of the
way."
     The pipeline's last fifteen miles or so -- just
before it reaches the Thai border -- is the most
environmentally sensitive.  Each of the three route
options includes forested areas, but none are teak
forests.  Said Imle, "We'll take care to cut as few
trees as possible. But this project in no way requires
any massive destruction of rain forest or teak trees."

                     VILLAGERS UNDISTURBED,
                     WORKERS TREATED FAIRLY
     "When I meet with critics of this project and
listen to the misinformation
SEE REVERSE

[A map titled "Pipeline Route Options" appears here.  The map shows
the proposed pipeline routes from the Andaman Sea to the Thai 
border.]  The caption reads: The last 40 miles of the proposed 
pipeline from the offshore field to the Thai border crosses land 
in Myanmar.  At the Tavoy River, three route options are under 
review.  The aim is to select the path with the least environmental 
impact.


UNOCAL IN MAYANMAR
CONTINUED
that's out there, what
disturbs me most are the allegations that people may be
suffering as a result of our project," Imle said. "We
would not allow that to happen. Speaking simply as a
Unocal employee, I'm saddened to think there could be
such a fundamental misunderstanding of who we are and
what we believe in."

[A shaded diamond with text is inserted into the text here.]  The
text reads: A key goal for the gas pipeline: minimal environmental 
impact every inch of the way.

                    ROUTE LARGELY UNINHABITED
     The proposed pipeline route was selected because
it passes through a largely uninhabited area, Imle
pointed out. A few villages are along the way, the
closest being Da Min Seik, where the pipeline comes
ashore. We've found no evidence here or elsewhere along
the route, Imle said, of villagers being displaced
because of the pipeline's proposed path.
     There have also been allegations that forced labor
was being used to build infrastructure Unocal needs for
construction of the project.
     Imle pointed out that because of Unocal's onshore
exploration program in Myanmar, the company has first-
hand experience in how infrastructure is built there to
support a project.

[A drawing of John F. Imle, Jr., Unocal Executive Vice President,
appears here.]  The caption reads: John F. Imle, Jr.

     "We strictly supervise how work is carried out on
our behalf by contractors," he said. "We make sure
wages are fair and working conditions are safe. This is
the only way we have done business or will do
business."
Isolation versus positive involvement
     "I have profound respect for people who work to
help the world become a better place," Imle said. "All
of us share that vision. But I just can't agree with
those who would close the door on the people of
Myanmar.
     "If you ask the citizens there who have worked
with us -- and some are now involved in the Yadana gas
project -- I don't think you'll find anyone who
believes we should pack up our project and leave the
country."

                    UNOCAL IN SOUTHEAST ASIA

Unocal operates highly successful energy production projects
in Thailand, Indonesia, and the Philippines. These projects,
like the natural gas venture in Myanmar, make significant
improvements in the lives of the residents of these
countries.

- - Transfer of U.S. technology and expertise.
  Support of community services, including schools and
  medical facilities.
- - Support of local businesses through purchase of goods and
  services for Unocal projects and employees.
- - More than 95 percent of Unocal's employees in Southeast
  Asia are nationals, who hold a total of more than 3,000
  jobs in Indonesia, the Philippines and Thailand.
- - More than one-third of Thailand's electricity is
  generated by power plants running on Unocal-produced
  natural gas.  Since 1981, Unocal has produced more than 2
  trillion cubic feet of gas and 73 million barrels of
  condensate in Thailand.
- - On the Philippines' main island of Luzon, 25 percent of
  its electricity is generated using steam from Unocal-
  operated production wells at Tiwi and Mak-Ban.
- - Unocal has produced more than 625 million barrels of oil
  and 1.2 trillion cubic feet of natural gas in Indonesia
  since 1972, supporting economic development through
  energy exports and utilization.
- - Unocal is now developing geothermal resources in
  Indonesia to provide electricity for growing populations.
- - Since 1980, Unocal Thailand's technical training center
  has graduated more than 800 workers in advanced petroleum
  technology for jobs in offshore operations.
                              
                   STATEMENT OF PRINCIPLES
                              
    A CODE OF CONDUCT FOR DOING BUSINESS INTERNATIONALLY


    Meet the highest ethical standards in all of our business
                           activities.

      Conduct business in a way that engenders pride in our
         employees and respect from the world community.

             Treat everyone fairly and with respect.

     Offer equal employment opportunity for all host country
       nationals, regardless of race, ethnic group or sex.

     Make sure that a very high percentage of the work force
                          is nationals.

     Train and develop national employees so they have full
      access to opportunities for professional advancement
       and positions at higher levels in the organization.

            Maintain a safe and healthful workplace.

     As employees, value and protect each others' health and
               safety as highly as we do our own.

   Use local goods and services as much as practical, whenever
             they're competitive and fit our needs.

   Improve the quality of life in the communities where we do
                            business.

       Contribute -- and not just economically -- to local
       communities, so that our presence enhances people's
             lives in long-lasting, meaningful ways.

                    Protect the environment.

      Take our environmental responsibilities seriously and
     abide by all environmental laws of our host country, as
                   we do in the United States.

                Communicate openly and honestly.

     Maintain our policy of encouraging meaningful dialogue
      with concerned shareholders, employees, the media and
                     members of the public.

   Be a good corporate citizen and a good friend of the people
                      of our host country.

[A photograph appears here.  The photo shows a crew working on
building a road in central Myanmar.]  The caption reads: To make
sure wages are fair and working conditions safe, Unocal strictly
supervises the construction of all project infrastructure.  Shown
above, roadbuilding carried out for Unocal's onshore exploration
program conducted in central Myanmar, 1990 through 1992.

[A photograph appears here.  It is a landscape photo depicting the
terrain and vegetation.]  The caption reads: For the Myanmar
pipeline project, the portion approaching the Thai border is the
most environmentally sensitive because it crosses forested areas. 
These are not teak forests, however, and care will be taken to cut
as few trees as possible. 

This special edition of SEVENTY SIX was producted by the Corporate
Communications Department, Unocal Corporation, P.O. Box 7600, Los
Angeles, CA 90051.

Printed on recycled paper.


     GRAPHIC AND IMAGE MATERIAL NARRATIVE CROSS-REFERENCE APPENDIX

The following is a listing of narrative descriptions of graphic and image
material contained in the body of the document:

PAGE 1:

        1.  PHOTOGRAPH.  Myanmar nationals with Unocal employees and 
                         contractors.

        2.  CALLOUT.     "Unocal people are ambassadors for a system
                          of ideas and values from a world far beyond
                          the borders of Myanmar."

        3.  CALLOUT.     "We make sure wages are fair and working
                          conditions are safe."

        4.  MAP.         Offshore pipeline route through Myanmar.

PAGE 2:

        5.  MAP.         Proposed pipeline routes.

        6.  DRAWING.     John F. Imle, Jr.

        7.  CALLOUT.     "A key goal for the gas pipeline: Minimal
                          environmental impact every inch of the way."

        8.  PHOTOGRAPH.  Crew working on building a road in central Myanmar.

        9.  PHOTOGRAPH.  Landscape photo.