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)        December 12, 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)


Item 5.      Other Events.
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Projected 2001 Capital Spending

The  Company  expects  capital  spending  for 2001 to  approximate  $1.5 to $1.6
billion,  up slightly  from the  estimated  $1.4 billion for the year 2000.  The
capital spending estimates do not include significant acquisition expenditures.

The spending will add production in Southeast  Asia, on the Gulf of Mexico shelf
and in the U.S.  Permian  Basin  through  the  Company's  65-percent-owned  Pure
Resources,  Inc. (Pure)  subsidiary.  The spending forecast also includes higher
exploration  drilling  on the  Company's  Gulf of  Mexico  and East  Kalimantan,
Indonesia,  deepwater  prospects,  as well the Company's  first  deepwater wells
offshore Brazil and Gabon.

The Company  expects to generate  excess  operating  cash flow over the proposed
capital  spending and expected common stock dividends for 2001, based on current
NYMEX  commodity  prices.  The  capital  spending  plan,  particularly  in North
America,  is flexible enough that the Company can adjust it if commodity  prices
significantly  change.  If prices hold up at current  levels,  the Company  will
allocate most of the excess cash flow to debt reduction.

The  company  expects  to spend  about $425  million  next year on  projects  in
Thailand and  Indonesia.  This includes  development of the Pailin gas field and
Yala oil  field  in the Gulf of  Thailand  and the  West  Seno oil  field in the
Makassar Strait offshore East Kalimantan.  Yala is the company's first oil field
development in Thailand. About $70 million is earmarked for exploration drilling
in the two countries.

The  company  expects to spend about $50  million  for  exploration  drilling on
deepwater prospects offshore Brazil and Gabon (West Africa).

The Company expects that capital expenditures for North America will total about
$930  million.  This will  include  about  $130  million  for the Gulf of Mexico
deepwater  exploration  drilling,  which is more than  double the 2000  spending
level.

The Company plans to spend $530 million for exploration and development projects
on the  Gulf  of  Mexico  shelf  and in  the  Permian  Basin  through  its  Pure
subsidiary.  These  projects  are  expected to generate  additional  natural gas
production volumes to take advantage of high commodity prices. The current NYMEX
average price for 2001 is well over $5 per thousand  cubic feet (mcf),  compared
with about $4 per mcf in 2000.

The current year capital  expenditure  forecast of $1.4  billion  excludes  $155
million to acquire the  interests  of Exxon  Mobil  affiliates  in the  Makassar
Strait and Rapak production-sharing contract areas in Indonesia and $161 million
to purchase the  remaining  publicly  held common stock of Northrock  Resources,
Inc., in Canada.

This  filing  contains   certain   forward-looking   statements   about  capital
expenditures, development activities, and commodity prices. These statements are
not  guarantees  of  future  performance.  The  statements  are  based  upon the
Company's current  expectations and beliefs and are subject to a number of known
and unknown risks and  uncertainties  that could cause actual  results to differ
materially  from those  described  in the  forward  looking  statements.  Actual
results could differ  materially  as a result of factors  discussed in Unocal 's
1999 Annual Report on 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:  December 13, 2000                        By:  /s/ JOE D. CECIL
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                                                Joe D. Cecil
                                                Vice President and Comptroller


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