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


The undersigned, Richard D. McCormick, 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  my  holdings  of  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 its 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 such attorney-in-
fact  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 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 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/ Richard D. McCormick
                              ------------------------------
                         ---
                              Signature

DATED:   January 22, 2004
          ----------------------