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 (Date of earliest event reported)   December 5, 2000
                                                   ----------------

                       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.

Enhanced Severance Program

The  boards of directors of Unocal Corporation and its Union  Oil
Company  of  California  subsidiary  have  approved  an  enhanced
severance  program for approximately 2,800 U.S.-payroll employees
not represented by collective bargaining agents in the event they
lose their jobs through a change of control of the company.

The  company is not holding discussions with anyone concerning  a
sale, merger or other acquisition of the company. The new program
is designed to ensure that employees would be treated fairly if a
change  of  control of the company were to occur in  the  future,
thus  assisting  the  company  in retaining  and  attracting  key
employees in the current competitive labor market.

In  the event of a "change of control" of the company, as defined
in the company's Long-term Incentive Plan of 1998 (see Exhibit 99
to  this  report), the program provides for the immediate vesting
of  accrued  benefits  and/or accounts of all  covered  employees
under  the  company's  retirement  and  savings  plans  and   the
immediate payment to such employees in cash of bonuses under  its
annual incentive compensation plans.

The   following  additional  provisions  of  the  program  become
operative  in the event of an employee's involuntary  termination
(other  than for death, disability or misconduct) or constructive
discharge  within  two  years  following  a  change  of  control.
"Constructive  discharge"  includes  an  employee's   resignation
within  60  days  following certain reductions in  pay,  benefits
and/or  perquisites,  or  as a result of  certain  work  location
changes.

The  program  provides four months of base pay for  all  eligible
employees,  regardless  of years of service.  Employees  with  at
least  five  years of service also would receive  credit  for  an
additional  three years of service and three years of  age  under
the company's retirement plans plus the incremental difference in
value,  if any, of three-fourths of a month of base pay for  each
completed  year  of actual service, to a maximum  of  20  months,
above  the  discounted present value of the  enhancement  to  the
retirement  benefit.  Employees with  less  than  five  years  of
service  would receive the three-fourths of a month of  base  pay
for  each  completed year of service. Executive officers  holding
employment  agreements would be entitled to the enhanced  benefit
if  they  agree  to  its  offset  against  the  change-of-control
benefits already provided under such agreements.

The  program  permits an eligible employee to elect an  immediate
distribution  or  rollover of his or her  total  retirement  plan
benefits, as enhanced (the amount of which would be based on  the
highest consecutive 12 months of pensionable pay during the  most
recent  120  months  of service). The program also  provides  for
subsidized "COBRA" medical and dental coverage for 18  months,  a
"three  plus  three"  enhancement  to  criteria  for  determining
eligibility  and  contributions under the company's  retiree  and
special continuation medical coverages and eligibility under  its
retiree  life and AD&D insurance plans, as well as certain  other
benefits.

The  program includes a "tax gross-up" arrangement for  employees
subject  to  the excise tax provided for by Section 280G  of  the
Internal  Revenue  Code.  Under this section,  excise  taxes  are
imposed  on  employees receiving change-of-control  payments  (as
defined)  that  exceed 2.99 times the employee's  average  annual
compensation  (as defined).  Under the arrangement,  an  employee
who  is  subject  to  the  excise tax would  receive  a  gross-up
payment,  in  addition  to  the amounts deemed  change-of-control
payments, to eliminate the effect of the excise tax. This  gross-
up  arrangement  would  apply only if the  employee's  change-of-
control  payments  exceed

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the excise  tax  threshold  amount of Section  280G by more
than 10 percent. Otherwise, such  payments would be reduced
below the threshold.

The  majority of the costs of the enhancements under the program,
over  and above the costs of existing severance plans and change-
of-control  arrangements,  would  be  funded  from  the   surplus
available under the company's qualified retirement plan.

The  company has begun to review existing severance programs that
would apply to employees of international business units in  case
a  change  of  control  were to occur.  Recommendations  for  any
changes  or enhancements to these programs will be made  in  line
with local laws and competitive practices.


Item 7.    Financial Statements and Exhibits.

        (c)   Exhibits:    The Exhibit Index on page  4  of  this
     report lists the exhibit filed as part of this report.

                               2


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:  December 5, 2000             By: /s/ TERRY G. DALLAS
                                        Terry G. Dallas
                                        Chief Financial Officer

                                3


                          EXHIBIT INDEX

99     Excerpt from Long-Term Incentive Plan of 1998.

                                4




                                                  EXHIBIT 99

              LONG-TERM INCENTIVE PLAN OF 1998

1.   General Description

  The Long-Term Incentive Plan of 1998 provides for granting
Nonqualified   Stock  Options,  Restricted   Stock   Awards,
Performance  Shares  and  Performance  Bonuses.   The   Plan
succeeds  the Unocal Long-Term Incentive Plans of  1985  and
1991,  with  certain grants under the 1985  and  1991  Plans
subject  to  the  provisions of the 1998 Plan  as  described
herein.


2.   Definitions

   The  following definitions shall be applicable throughout
the  Plan but shall not be deemed to apply in other contexts
unless specifically provided otherwise:

  . . .

  e. ''Change of Control'' means:

     (i)  The acquisition by any individual, entity or group
  (within  the  meaning of Section 13(d)(3) or  14(d)(2)  of
  the  Securities  Exchange Act of  1934,  as  amended  (the
  ''Exchange  Act'')(a  ''Person'') of beneficial  ownership
  (within  the meaning of Rule 13d-3 promulgated  under  the
  Exchange  Act)  of  20% or more of  either  (A)  the  then
  outstanding  shares of common stock of  the  Company  (the
  ''Outstanding Company Common Stock'') or (B) the  combined
  voting power of the then outstanding voting securities  of
  the Company entitled to vote generally in the election  of
  directors     (the     ''outstanding    Company     Voting
  Securities'');  provided, however, that  for  purposes  of
  this  paragraph (i), the following acquisitions shall  not
  constitute  a  Change  of  Control:  (A)  any  acquisition
  directly  from  the  Company, (B) any acquisition  by  the
  Company,  (C) any acquisition by an employee benefit  plan
  (or  related trust) sponsored or maintained by the Company
  or  any  corporation controlled by the Company or (D)  any
  acquisition  by any corporation pursuant to a  transaction
  which  complies with clauses (A), (B) and (C) of paragraph
  (iii) of this Section 2(e); or

     (ii)  Individuals who, as of June 1,  1998,  constitute
  the  Board (the ''Incumbent Board'') cease for any  reason
  to  constitute at least a majority of the Board; provided,
  however,   that   any  individual  becoming   a   director
  subsequent  to June 1, 1998 whose election, or  nomination
  for  election by the Company's shareholders, was  approved
  by  a  vote  of at least a majority of the directors  then
  comprising  the  Incumbent Board shall  be  considered  as
  though  such  individual were a member  of  the  Incumbent
  Board,   but  excluding,  for  this  purpose,   any   such
  individual whose initial assumption of office occurs as  a
  result  of  an actual or threatened election contest  with
  respect  to the election or removal of directors or  other
  actual  or threatened solicitation of proxies or  consents
  by or on behalf of a Person other than the Board; or

                            (i)



     (iii)  Consummation  of  a  reorganization,  merger  or
  consolidation  or  sale  or other disposition  of  all  or
  substantially  all  of the assets of the  Company  or  the
  acquisition of assets of another corporation (a ''Business
  Combination''), in each case, unless, following such Business
  Combination, (A) all or substantially all of the individuals
  and entities who were the beneficial owners, respectively, of
  the Outstanding Company Common Stock and Outstanding Company
  Voting  Securities  immediately  prior  to  such  Business
  Combination beneficially own, directly or indirectly, more
  than 50% of, respectively, the then outstanding shares  of
  common  stock and the combined voting power  of  the  then
  outstanding voting securities entitled to vote generally in
  the  election  of directors, as the case may  be,  of  the
  corporation   resulting  from  such  Business  Combination
  (including, without limitation, a corporation which  as  a
  result  of  such transaction owns the Company  or  all  or
  substantially all of the Company's assets either directly or
  through one or more subsidiaries) in substantially the same
  proportions as their ownership, immediately prior to  such
  Business Combination of the Outstanding Company Common Stock
  and Outstanding Company Voting Securities, as the case may be,
  (B) no Person (excluding any corporation resulting from such
  Business Combination or any employee benefit plan (or related
  trust) of the Company or such corporation resulting from such
  Business  Combination)  beneficially  owns,  directly   or
  indirectly, 20% or more of, respectively, the then outstanding
  shares of common stock of the corporation resulting from such
  Business Combination or the combined voting power of the then
  outstanding voting securities of such corporation except to
  the extent that such ownership existed prior to the Business
  Combination and (C) at least a majority of the members of the
  board of directors of the corporation resulting from  such
  Business Combination were members of the Incumbent Board at
  the time of the execution of the initial agreement, or of the
  action of the Board, providing for such Business Combination;
  or

     (iv) Approval by the shareholders of the Company  of  a
  complete liquidation or dissolution of the Company.

    . . .

                              (ii)