SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CECIL JOE D

(Last)

(First)

(Middle)

UNOCAL CORPORATION

2141 ROSECRANS AVE, SUITE 4000

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNOCAL CORP [ UCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & Comptroller

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock $1.00 Par Value⁽¹⁾	06/23/2004		M⁽²⁾		1,805	A	$32.8125	7,540	D
Common Stock $1.00 Par Value⁽¹⁾	06/23/2004		M⁽²⁾		9,526	A	$28.3438	17,066	D
Common Stock $1.00 Par Value⁽¹⁾	06/23/2004		M⁽²⁾		6,373	A	$27.07	23,439	D
Common Stock $1.00 Par Value⁽¹⁾	06/23/2004		S⁽²⁾		17,704	D	$38	5,735	D
Common Stock $1.00 Par Value⁽¹⁾	06/23/2004		M⁽²⁾		249	A	$0.00⁽³⁾	5,984	D
Common Stock $1.00 Par Value⁽¹⁾								6,822	I	By Family Trust
Common Stock $1.00 Par Value⁽¹⁾								9,381.821	I	Unocal Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$32.8125	06/23/2004		M⁽²⁾			3,610	09/25/1996⁽⁴⁾	03/25/2006	Common Stock $1.00 Par Value⁽¹⁾	3,610⁽³⁾	$0.00	0.	D
Option (Right to Buy)	$28.3438	06/23/2004		M⁽²⁾			9,526	08/04/2000⁽⁵⁾	02/04/2010	Common Stock $1.00 Par Value⁽¹⁾	9,526	$0.00	0.	D
Option (Right to Buy)	$27.07	06/23/2004		M⁽²⁾			6,373	08/11/2003⁽⁶⁾	02/11/2013	Common Stock $1.00 Par Value⁽¹⁾	6,373	$0.00	6,372	D

Explanation of Responses:

1. Common Stock has attached Preferred Stock Purchase Rights. If and when the Rights become exercisable, the holders would initially be entitled to purchase one one-hundredth of a share of Series B Junior Participating Preferred stock at a purchase price determined pursuant to the Rights Agreement.

2. Transaction pursuant to a 10b5-1 trading plan adopted on May 27, 2004.

3. Upon exercise of an employee nonqualifed stock option covering 3,610 shares at the exercise price of $32.8125 per share, 1,805 shares of unrestricted stock were purchased at the exercise price, and 249 shares of restricted stock were received and not resold. The restricted stock is equal in value to the appreciation on 1,850 shares at the fair market value of $38.075 per share.

4. The option became exercisable in four equal installments on 9/25/96, 3/25/97, 3/25/98 and 3/25/99.

5. The option became exercisable in four equal installments on 8/4/2000, 2/4/2001, 2/4/2002 and 2/4/2003.

6. The option became 50% exercisable in two equal installments on 8/11/2003 and 2/11/2004, and the remaining 50% becomes exercisable in two equal installments on 2/11/2005 and 2/11/2006.

	Joe Cecil	06/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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