8-K

                       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)        March 26, 2003
                                                        ------------------------



                               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.

Drilling of Bohr Prospect Well in Gulf of Mexico
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The Company has completed drilling operations on the Bohr prospect at
Mississippi Canyon block 637 in the deepwater Gulf of Mexico.

The Bohr well has been temporarily abandoned. Based on the initial understanding
from the well, it appears unlikely that the well encountered commercial
quantities of oil and gas. Additional analysis and evaluation will be required
to determine the potential commerciality of the overall prospect. Unocal was
operator of the Bohr well and holds a 27.5 percent working interest in the
prospect, which covers four blocks. Unocal will record a charge to earnings for
its net cost of the well in the first quarter 2003 results.

The Company estimates that the total pre-tax dry hole expense for the first
quarter 2003 will approximate $60 million.


Item 7.  Financial Statements and Exhibits.

(c)      Exhibits

          10.  Amendments and  interpretations  of certain  compensation  plans,
               effective October 1, 2002.





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 1, 2003                        By:  /s/ JOE D. CECIL
      ------------------                         -------------------------------
                                                 Joe D. Cecil
                                                 Vice President and Comptroller

                                       -1-

EX-10

                                                                      EXHIBIT 10

                      Resolutions of the Board of Directors
                              Of Unocal Corporation
                             Adopted October 1, 2002
              Amending and Interpreting Certain Compensation Plans



RESOLVED, That the Long-Term Incentive Plan of 1998 be amended by adding the
following sentence to the end of the last paragraph of Section 8c thereof:

      "However, following a Change of Control a Holder of Performance Shares
      shall receive not less than the number of the initial Award of Performance
      Shares, subject to the valuation limitation of the second paragraph of
      Section 8b above."

RESOLVED, That the Revised Incentive Compensation Plan is hereby amended by
adding the following immediately to the end of Section 6c as follows:

         "(vi) Change of Control:

         In the event a Holder incurs a Termination of Employment Event, as
         defined in the Unocal Retirement Plan, following a Change of Control,
         as defined in the Long Term Incentive Plan of 1998, a Restricted Stock
         Award shall be payable in full and distributed as soon a practicable."

RESOLVED, That following a Change of Control as defined in the Long-Term
Incentive Plan of 1998, occurring on or before December 31, 2004 regarding
Unocal Corporation, an employee who participates in Unocal Corporation's
(including subsidiaries thereof) Financial Counseling Program and who incurs a
"Termination of Employment Event", as defined in the Unocal Retirement Plan,
shall continue to receive the benefits under said Program as in existence
immediately prior to said Change of Control for a period of two years
thereafter, or for three years if the employee is covered by a Unocal Employment
Agreement with an initial term of three or more years.

RESOLVED, That the following interpretation shall apply to all outstanding stock
options granted under all stock option plans of Unocal Corporation:

         A "Termination of Employment Event," as defined in the Unocal
         Retirement Plan, following a Change in Control, as defined in the
         Long-Term Incentive Plan of 1998, shall constitute a "termination at
         the convenience of the Company" and the option holder shall have three
         years thereafter to exercise vested options, subject to the maximum
         term of such options.