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)        April 10, 2000
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                               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)

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Item 5.      Other Events.
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The company's  subsidiary,  Unocal Canada Resources (Unocal Canada),  intends to
make  a  conditional   offer  of  Canadian   dollar  10.10  per  share  for  the
approximately 21.9 million shares, or approximately 52 percent, of Calgary-based
Northrock  Resources Ltd.  (Northrock)  that Unocal Canada does not already own.
Unocal Canada  currently owns 19.6 million shares,  or approximately 48 percent,
of  Northrock,  which  were  acquired  in  transactions  that  closed in May and
December of 1999.

Unocal  Canada has  proposed  making this offer with the consent of, and in full
cooperation  with,  Northrock.  The offer to be made for the remaining shares of
Northrock will be subject to certain conditions including obtaining all required
regulatory  approvals  and a minimum of 90 percent of the  Northrock  shares not
already owned by Unocal Canada being tendered to the offer.

Various conditions will have to be satisfied before the offer is made, including
the  Northrock  board of directors  recommending  acceptance of the offer to the
shareholders  of Northrock  and  consenting  to Unocal  Canada making the offer,
Northrock  and  Unocal  Canada  entering  into a  definitive  support  agreement
regarding the offer, and Unocal's board approving the making of the offer.

The company does not expect that the board of Northrock  will decide  whether to
recommend  acceptance  of the  offer  until it has  received  and  considered  a
valuation  from an  independent  appraiser.  Accordingly,  the company  does not
expect to mail the offer documents to Northrock shareholders until early May.

Forward looking statements regarding commercial  acquisition  activities in this
filing are based on assumptions  concerning  market,  operational,  competitive,
regulatory, environmental, and other considerations. Actual results could differ
materially  as a result the  foregoing and other factors as outlined in Unocal's
1999 Form 10-K
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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:  April 12, 2000                        By:  /s/ JOE D. CECIL
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                                                Joe D. Cecil
                                                Vice President and Comptroller

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