TO:       Employee Stockholders
FROM:     Roger Beach
RE:       Voting your proxy

If you have not yet marked your preferences on your form of
proxy and mailed it, I urge you to do it today.  We will
hold Unocal's annual meeting on June 2, so it's important to
get your votes in by early next week to assure that they
will be tabulated in time.

Remember that if you don't vote, your votes are not
automatically cast in support of management. Most employee
shares are held in the Unocal Savings Plan, whose trustee is
required to cast unvoted shares in the same proportion as
the voted employee shares.  Unvoted shares in the Employee
Stock Ownership Plan (ESOP) may be voted at the discretion
of the trustee.  Your votes in these plans are confidential.

Review your Proxy Statement for information about the
stockholder proposals and other items you are asked to vote
on this year. The board recommends a vote against both
stockholder proposals on the ballot -- Items 4 and 5. Here's
a quick recap:

Item 4 requests that a committee of outside directors report
on the actual and potential economic and public relations
benefits and costs to Unocal because of its investments in
Myanmar.  The board recommends a vote against this proposal.
These non-operating expenses are immaterial, given the long-
term nature of those investments.  With the sale of assets
associated with our 76 Products business, our retail and
public exposure to boycotts and selective purchasing
agreements virtually ends.

Item 5 requests that a committee of outside directors
conduct extensive research and produce a written report on
the allegation that the Myanma Oil and Gas Enterprise (MOGE)
is a conduit for illegal drug-money laundering in Myanmar
(Burma) and the extent to which company officials have been
aware of any facts linking MOGE to drug-money laundering.

We also recommend a vote against Item 5.  Unocal officials
have no knowledge of drug-money laundering by MOGE.  Proving
or disproving those allegations would require an
investigation that is not only illegal but would subject
Unocal officers and directors to criminal penalties under
Myanmar law.  Further, we have explicit policies against any
type of involvement in unethical or illegal behavior and we
strictly adhere to these policies in all countries where we
operate.

More detailed arguments for and against these proposals are
printed in your Proxy Statement.  Please review them and
cast your votes today.

Remember.  Every vote counts. The stockholder proposals,
Items 4 and 5, must be rejected by just over 97 percent of
the total stockholder vote, or they can be submitted again
next year. Cast your votes today.  It's important!

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