P O W E R   O F   A T T O R N E Y


The undersigned, Samuel H. Gillespie, III, hereby

l.	Employs, appoints, authorizes, empowers, and constitutes the Corporate
Secretary of Unocal Corporation ("Unocal"), a Delaware corporation, or any
duly appointed Assistant Secretary of Unocal and each of them as its true and
lawful attorneys-in-fact to:

	(a)	fill out and file and execute on its behalf certain reporting
forms -- known as Form 3, Form 4, and Form 5 -- and any amendments and
corrections thereto, prescribed by the Securities and Exchange Commission (or
other authorities) under Section 16(a) of the Securities Exchange Act of 1934
(the "Act"), as amended, as such forms pertain to his holdings of equity
securities in Unocal Corporation; and

	(b)	do and perform all things incident, necessary, and proper to
appropriately execute and fill out said forms, and in conjunction therewith to
do all things which in the opinion of the attorney(s)-in-fact may be of
benefit to the undersigned or in his best interests.

2.	Grants to each such attorney-in-fact full power and authority to do
and perform all and every act and thing whatsoever requisite, necessary, and
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.

3.	Represents and warrants to Unocal and to its directors, officers, and
the attorneys-in-fact appointed hereby, that the undersigned will provide full,
accurate, and timely information to them, in the detail and at the frequency
which they may demand, as to its direct and indirect interests in Unocal
Corporation equity securities, as well as any changes therein, in order to
enable them to assist the undersigned in fulfilling the reporting requirements
of Section 16(a) of the Act.

4.	This Power of Attorney shall remain in effect until revoked in writing.




                                            /s/ Samuel H. Gillespie III

                                           Samuel H. Gillespie III


DATED:   September 24, 2003