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:  February 20, 1996



                     UNOCAL CORPORATION
                     ------------------

   (Exact name of registrant as specified in its charter)



     Delaware                         1-8483                 95-3825062
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(State or other jurisdiction of     (Commission            (I.R.S. Employer 
incorporation or organization)       File Number)          Identification No.)




2141 Rosecrans Avenue, Suite 4000,  El Segundo, California      90245
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(Address of principal executive offices)                      (Zip Code)




Registrant's telephone number, including area code:   (310)  726-7718



ITEM 5.   OTHER EVENTS

On February 20, 1996, the following news release was issued:          



                       UNOCAL, NUEVO ENERGY SIGN AGREEMENT
               FOR SALE OF UNOCAL'S CALIFORNIA OIL AND GAS ASSETS


     El Segundo, Calif., Feb. 20 -- Unocal Corporation said today that its Union
Oil Company of California  subsidiary  and Nuevo Energy  Company signed an asset
purchase  agreement for the sale of Unocal's crude oil and natural gas assets in
California.

     Torch  Energy  Advisors  Inc.  negotiated  the sale on behalf  of Nuevo,  a
company  Torch formed in 1990.  Torch's  operating  subsidiary  will operate the
Unocal properties for Nuevo. Torch and Nuevo are based in Houston, Tex.

     Under the terms of the agreement,  Unocal will receive  approximately  $500
million from the sale of the  properties.  The final cash settlement will be set
at the closing, which is expected by the end of March. In addition, beginning in
1998, the company could receive  further  payments that are contingent  upon the
price per barrel from the properties' future oil production.

     "The proceeds  from this sale will give Unocal  additional  flexibility  to
pursue significant  growth  opportunities in Central and Southeast Asia, as well
as reduce current debt levels," said Roger C. Beach,  Unocal  chairman and chief
executive officer.

     The sale includes Unocal's interests in 68 oil and gas fields, including 11
producing  platforms  off the  California  coast in state  and  federal  waters.
Unocal's  average net daily  production from the upstream assets in the proposed
sale was 27,000 barrels of oil and 59 million cubic feet of gas during 1995. The


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sale  of this  production  is not  expected  to have a  material  effect  on the
company's future operating earnings.

     The sales agreement is subject to certain  regulatory  consents,  approvals
and waiting periods.

     Torch currently operates the Point Pedernales unit offshore  California and
several  onshore  fields near  Vandenberg Air Force Base in Santa Barbara County
that were purchased from Unocal in 1994.

     Unocal has approximately  600 employees  involved in its California oil and
gas  operations.  While many of those  employees will be offered  positions with
Torch or at other Unocal operations, some layoffs are expected.

     Nuevo (NYSE: NEV) is an independent oil and gas company,  engaged primarily
in the  acquisition,  development,  production  and  exploration  of oil and gas
properties.  Torch Energy Advisors Inc. is an asset management  company offering
services  through  investment  management,  property  management and oil and gas
marketing.

                                     
                                 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:  February 20, 1996
                                       
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