UNOCAL CORPORATION

		      1996 Proxy Solicitation Material



			    UNOCAL CORPORATION

		    1996 Suggested Telephone Procedures


Organize your material and key points you want to make.  Be sure to speak 
with:

	1.      Consistency
	2.      Efficiency
	3.      Confidence

Surveys show that the real message being conveyed by telephone is based: 

	1.      90% on your tone of voice
	2.      10% on your words

A good technique is to start off with the person's name.  Your attitude and 
choice of words are important:

	1.      Set the tone of the conversation; do not be curt or abrasive.
	2.      Make sure the stockholder realizes you are there to provide 
a service, and that you can serve as a source of additional information.
	3.      Use plain English.


Rules for overcoming objections:

	1.      Be quiet
	2.      Do not interrupt
	3.      Listen carefully
	4.      Write down pertinent information
	5.      Respond to specific concerns as appropriate.

ANSWER PROMPTLY. Try to answer on the first ring, if possible.  Your 
alertness gives a positive start to any conversation.



IDENTIFY YOURSELF.  Let the caller know to whom he or she is speaking.  
It avoids misunderstanding and possible embarrassment.

TREAT EVERY CALL AS IMPORTANT.  No stockholder request is ever "routine".

BE A GOOD LISTENER.  Give the caller your undivided attention.  Don't ask 
the person to repeat, except when you want to verify a number or spelling.

USE COMMON COURTESY WORDS.  "Please", "thank you", or "you're welcome" are 
positive and powerful words that build a reputation for you and your company.

USE THE CALLER'S NAME.  There's no sweeter music to a person than the sound 
of his or her own name.

TIME FOR A GOOD ENDING.  Always thank the person for calling and offer a 
simple "good-bye".

BE HELPFUL.  Offer what information you can.  If you leave the line to 
obtain information, explain what you intend to do.  It is courteous to say, 
"will you wait?" or, "shall I have someone call you back?".

NEVER LEAVE A CALLER HANGING.  If a caller chooses to stay on the line, use 
the "Hold" button.  Be certain to give progress reports every 60 seconds or 
so to assure the caller that you're working on the request.

BE TACTFUL.  If the information the caller requests must be refused because 
of company policy, give a straightforward but kind explanation.

THANK THE CALLER FOR WAITING.  Show your appreciation for the caller's 
patience.  If you smile as you say "Thank you for waiting, Mr. Grey", your 
voice will be more relaxed and your tone more pleasant.

TRANSFER A CALL ONLY WHEN NECESSARY.  Be sure the party wants to be 
transferred.  If not, offer to have someone call back.



			   UNOCAL CORPORATION

	   Instruction for Employees Who Will Call Stockholders


GUIDELINES:

1.      My name is ___________________.  I am an employee of Union Oil 
	Company of California, which is a subsidiary of Unocal Corporation.

2.      Have you received your Unocal proxy card and proxy statement that 
	was mailed on April 22?

3.      Do you have any questions about either one?

4.      If you haven't completed and returned your proxy, please do so as 
	soon as possible.  It is important that you exercise your rights as 
	a stockholder.

5.      In case you have misplaced your proxy card, we will have another 
	one mailed to you today.

6.      Do you plan to attend the Annual Stockholders Meeting on June 3?  
	If so, did you return the attendance card enclosed in your proxy 
	statement?  If not, and you would like to attend, please give me 
	your address and telephone number.

7.      Ask them to vote their proxy.  Ask them if they would like you to 
	review the card with them.  Please, remind them that all voting is 
	confidential, unless they check the open ballot box.



				UNOCAL CORPORATION

		       Possible Questions from Stockholders

The following are some possible questions from the stockholders.  In no way 
will this incorporate every question that can be asked.  For questions on 
matters not covered in the annual report or proxy statement, please refer 
the stockholders to the Shareholder Services department.

Refer the stockholders to the appropriate page(s) in the 1996 Proxy 
statement regarding questions on any of the shareholder proposals.  Please 
do not speculate on these matters.  If a stockholder wants more information 
than is provided in the Proxy Statement, please refer them to the 
Shareholder Services department.

Three stockholder proposals (page number in proxy statement):

Item 3 Stockholder Proposal:--Review and report on Company's international 
code of conduct (page 16)

Directors' Recommendation for Item 3 (pages 17-19); also refer to Unocal's 
Statement of Principles on page 17.

Item 4 Stockholder Proposal:--Report on a gas plant expansion in Northern 
Alberta, Canada (page 20)

Directors' Recommendation for Item 4 (pages 20-22).

Item 5 Stockholder Proposal:--Review and report annually on pollution 
prevention options (page 22)

Directors' Recommendation for Item 5 (pages 22-24); also refer to Unocal's 
Statement of Environmental Principles on page 24.


Note:  the inside cover of the Proxy Statement is a table of contents



				Q & A's

Q.      I don't want to bother with reading the proxy statement and voting 
	instructions.  How can I vote without going through all of that?

A.      If you wish to fully exercise your rights as a stockholder, it 
	would be to your benefit to read the proxy statement.  It contains 
	information about the Directors, Executive Compensation, and 
	Stockholder Proposals and these items may be of interest to you as 
	a stockholder.  The Board of Directors has indicated on your proxy 
	card its voting recommendations.  It only takes a few moments to 
	sign, date and mail your proxy card in the return envelope.

Q.      What is confidential voting?  I thought my vote was always 
	confidential.

A.      Unocal's Board of Directors wishes to encourage stockholder 
	participation in corporate governance by ensuring confidentiality 
	of stockholder voting.  An independent third party (Chemical Mellon 
	Shareholder Services, L.L.C.) has been retained to receive and 
	tabulate stockholder proxy votes.

	The Directors believe, however, that some stockholders want the 
	company to know how they have voted.  Those shareholders can check 
	the open ballot box on the proxy and the company will be given those 
	proxies.  The manner in which any stockholder votes on any 
	particular issue shall, subject to any federal or state law 
	requirements, be confidential unless the shareholder has checked 
	the open ballot box on the proxy card.

Q.      What is the relationship of Unocal Corporation and Union Oil Company?

A.      Union Oil Company of California is a wholly-owned subsidiary of 
	Unocal Corporation, a Delaware company created in 1983 to become 
	the parent of Union Oil Company of California.  The reorganization 
	was approved by the stockholders.  Union Oil is the principal 
	operating subsidiary of Unocal.

Q.      Some outside Directors own very few shares of Unocal Stock.  Don't 
	they have any faith in the future of the Company?

A.      The Board Governance Committee seeks candidates for the Company's 
	Board of Directors who have distinguished themselves in their 
	business or profession, who have the highest standards of integrity 
	and independence, and 
	


	who possess experience which will enable them to make a meaningful 
	contribution to the Company.  The size of their Unocal stockholding 
	is not an important factor in the selection process.

Q.      Why doesn't Unocal have a member of a minority group on its Board 
	of Directors?

A.      Unocal has one woman on it's Board.  In selecting candidates for 
	the Company's Board of Directors, the Board Governance Committee 
	considers candidates with a variety of backgrounds.

Q.      Compensation paid to officers is certainly high; it seems excessive 
	to me.

A.      (Listen and don't try to refute the stockholder's comments on this 
	subject.)

	The 1996 proxy statement (paegs 7-9) contains detailed disclosures 
	on officer compensation required by the SEC.  We thank you for your 
	comments.  If you like, I will pass your comments on to the 
	appropriate management.

Q.      In 1990, the Company implemented a stockholder rights plan.  Do you 
	really think this is in the best interest of the stockholder?

A.      Absolutely.  Over 1,000 companies have implemented similar rights 
	plans to encourage any acquiring entity to deal directly with the 
	Board of Directors.  This gives the Board the opportunity to protect 
	stockholders by rejecting offers that are clearly inadequate.

Q.      Net earnings for Unocal were over $297 million in 1995.  What do you 
	expect for 1996?

A.      We are unable to make estimates of Unocal's future performance.  The 
	1995 Annual Report will give you an overview of the prior year's 
	performance.  The "Management Discussion and Analysis" section 
	(Pages 22-29) of the Annual Report discusses the company's outlook 
	for future performance.  Also, please refer the stockholder to the 
	various forward-looking goals mentionned in the forward section of 
	the Annual Report.

Q.      Does Unocal have any published Governance policies?



A.      Unocal has set forth their system of corporate governance on Page 20 
	of the annual report.  This section is simple and to the point, 
	please refer stockholders to it.

Q.      What about Unocal's environmental expenditures?

A.      Unocal continues to make  substantial capital and operating 
	expenditures for environmental protection and to comply with 
	federal, state and local laws and provisions regulating the 
	discharge of materials into the environment.  Investigatory or 
	remedial work is now required at various sites even though past 
	operations followed practices and procedures that were considered 
	acceptable under environmental laws and regulations, if any, 
	existing at the time (further discussion in the Annual Report 
	- pages 26-27).

Note: Unocal has published a report regarding environmental issues.  Please 
offer to send them a copy.  Upon request, an update will be available later 
this summer.  It will also be available later this summer on Unocal's Web 
Sight.

Q.      Why did Unocal introduce a reformulated gasoline (RFG)?

A.      Unocal converted its refining system to produce RFG for So. Ca. that 
	meets federal E.P.A. guidelines.  That fuel was due on the market 
	last year.  The company has also geared up and is producing 
	Unocal-patented gasoline's that meets more stringent standards set 
	by the Ca. Air Resources Board (CARB).  That gasoline had to be in 
	production by March 1, 1996, and on the market by June 1.

Q.      What is the new gasoline gas do?

A.      It is a cleaner burning gasoline.  All people in California will be 
	filling their tanks with cleaner-burning gasoline.  According to 
	CARB, this gasoline will produce the largest single emission 
	reduction in the last decade.  The cleaner -burning gasoline will 
	remove 3 million pounds of pollution from Ca. skies every day, the 
	emission reduction equivalent of taking 3.5 million cars off Ca. 
	roads.  At the end of the first year, more than one billion pounds 
	fewer pounds of pollution will have been emitted, reducing potential 
	health risks.



Q.      Will the new Unocal gasoline work in my car?

A.      Yes, consistent with current gasoline's being used in Ca., it will 
	be available in three octane levels.

Q.      Why do we need it?

A.      Stricter emission controls have helped reduce the levels of 
	pollution in the air, but further improvements are necessary.  At 
	some point in the year, 90% of all Californians live in areas that 
	did not meet Clean Air Act standards.  Since cars are responsible 
	for at least half of the emissions in the skies, cleaner burning 
	gasoline's are considered the best and most effective means of 
	reducing emissions in Ca.  That is why it is required to use the 
	cleaner-burning gasoline to meet standards set by the Ca. Air 
	Resources Board.

Q.      Why did the price of gasoline go up so much?

A.      Based upon a recent statement from Unocal's 76 Products Company, 
	there are three basic factors contributing to the price increases:

World crude prices are the highest they have been since the Gulf War.  
According to the Ca. Energy Commission, the unexpected increase within a 
brief span, translates into approximately 12.5 cents more per gallon

Unpredictable problems at refineries resulted in lower gasoline production, 
particularly in Ca., further decreasing gasoline supplies forcing price 
increases, contributing 7-8 cents per gallon

State-mandated introduction of cleaner burning gasoline, which will reduce 
the emissions equivalent to 3.5 million cars from Ca. Roads each day and 
will help give cleaner air to all of us.  Ca. Air Resources Board and other 
industry sources, increased the per-gallon price of gasoline by 
approximately 10 cents.

The price increase items above are estimates and may vary due to other 
factors.

Q.      Will Unocal spin-off the 76 Products Division? Will it go public?

A.      The immediate focus for 76 Products is to improve profitability.  
	We want to isolate those assets that are strictly involved in the 
	refining and marketing of 
	


	petroleum products on the West Coast., so that we can more 
	effectively compete in the fast-changing retail market in the West.

	We cannot comment on future plans for the division.  Please see 
	pages 14-17 of the 1995 Annual Report for discussion of 76 Products.

Q.      How should we handle questions about UCL and UXC common stock, 
	their individual account(s) and the UXC/UCL merger.

A.      Any questions regarding stockholder accounts should be referred to 
	Chemical Mellon as Transfer Agent, telephone 1-800-647-4273 or 
	Unocal's Stockholder Services department.  Any questions regarding 
	this merger, refer to the Shareholder Services Dept.

Q.      Questions about the Union Oil/UXC merger.

A.      In general - for every share of UXC owned, stockholders received 
	.54 of a share of Unocal common stock.  Any additional discussion 
	should be referred to Stockholder Services. 



			     Telephone List

Shareholder Services -- Saturn Building  Room 215

Matthew Davino                  Extension 6475 (network: 229 - 6475)

David Whitehurst                Extension 6477 (network: 229 - 6477)

John Dillon                     Extension 6476 (network: 229 - 6476)


FAX Numbers:     (714) 985-6363 

Toll Free Telephone Numbers

Shareholder Services                     (800) 252-2233

Chemical Mellon Shareholder Services     (800) 647-4273
(Transfer Agent)

Marketing Customer Service               (800) 944-7676







				 Key


TELEPHONE NUMBERS

(1) (area code) 000 - 0000

Stockholder request  -  do not call 

(2) (...) ... - .... 

LOOK UP TELEPHONE NUMBER

If an indicated telephone number is incorrect, make a note of it on your 
telephone sheet.  Please note any updated telephone numbers on the sheet 
as well

VOTING CODES

******* SHARES 
	OUTSTANDING

Means the stockholder has not voted at the time the report was produced.  
The Shareholder Services staff has access to updated voting records.  We 
can tell if the stockhold has voted, but NOT how they voted.

******* SHARES 
	VOTED

Means the stockholder has voted and no longer needs a call or a follow 
up call.  Unless you have promised to get back to them with a response.