SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549



                                    FORM 8-K



                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of report (Date of earliest event reported)           September 3, 1996
                                                          ----------------------



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



                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)



           1-8483                                     95-3825062
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(Commission File Number)                    (I.R.S. Employer Identification No.)



2141 Rosecrans Avenue, Suite 4000, El Segundo, California              90245
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(Address of Principal Executive Offices)                            (Zip Code)



                                 (310) 726-7600
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              (Registrant's Telephone Number, Including Area Code)







ITEM 5.           OTHER EVENTS



On September 3, 1996, the following news release was issued:




                 Unocal Announces Exchange and Conversion Ratios
                 for New Trust Convertible Preferred Securities
                 ----------------------------------------------


         El Segundo, Calif., Sept. 3, 1996 -- Unocal Corporation today announced
the  exchange  and  conversion  ratios of its offer to exchange new 6-1/4% Trust
Convertible  Preferred Securities of Unocal Capital Trust for existing shares of
the company's outstanding $3.50 Convertible Preferred Stock.

     The ratios  were  determined  by  formulas  set out in the  exchange  offer
prospectus dated Aug. 7, 1996.

         The  company  will  exchange  1.116  of the  6-1/4%  Trust  Convertible
Preferred Securities for each existing share of the $3.50 Convertible  Preferred
Stock that is validly tendered and accepted under the company's current exchange
offer.

         Each  Trust  Convertible   Preferred   Security,   which  will  have  a
liquidation amount of $50 per security, will be convertible into 1.175 shares of
Unocal common stock beginning 90 days following the first day of issuance of the
Trust  Convertible  Preferred  Securities.  This conversion  ratio is based on a
conversion price of $42.56 per share of Unocal common stock.

         The exchange  offer expires at 12:00  midnight,  New York City time, on
Sept. 5, 1996.  Consummation  of the offer is conditioned on receipt of at least
4,000,000 validly tendered shares of the $3.50 Convertible Preferred Stock.

     Morgan Stanley & Co.  Incorporated  and Goldman,  Sachs & Co. are acting as
dealer managers to solicit exchanges. The Bank of New York is acting as exchange
agent.

     The exchange  offer  prospectus is available from D.F. King & Co., 77 Water
Street,  New York, NY 10005 (Toll free:  800/848-3051;  Collect:  212/269-5550),
which has been retained as information  agent.  Holders of the $3.50 Convertible
Preferred  Stock should  contact  Morgan  Stanley  (800/835-9668,  ext. 2262) or
Goldman, Sachs (800/323-5678) for additional information.



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Pursuant  to the  requirements  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)




Date:  September 3, 1996          By:      /s/ CHARLES S. MCDOWELL
- ------------------------                   -----------------------
                                           Charles S. McDowell,
                                           Vice President and Comptroller







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