8-K

            SECURITIES  AND EXCHANGE COMMISSION
                  WASHINGTON, D.C.  20549



                          FORM 8-K


                       CURRENT REPORT



             Pursuant to Section 13 or 15(d) of
            The Securities Exchange Act of 1934


               Date of Report:  July 22, 1994


                     UNOCAL CORPORATION
                  -----------------------
   (Exact name of registrant as specified in its charter)





          Delaware                  1-8483            95-3825062
- -----------------------------------------------------------------
(State or other jurisdiction of   (Commission     (I.R.S. Employer
incorporation or organization)     File Number)    Identification No.)




1201 West Fifth Street, Los Angeles, California      90017
- ------------------------------------------------------------
   (Address of principal executive offices)       (Zip Code)




Registrant's telephone number, including area code:  (213) 977-7600





ITEM 5.   OTHER EVENTS


         The registrant is filing herewith as Exhibit 5(a), for the
     purpose of incorporating it by reference into the registrant's
     Registration Statement on Form S-8, Registration No. 33-65576,
     relating to shares of the registrant's Common Stock, par value
     $1.00 per share, to be purchased from time to time by the Trustee
     of the Unocal Profit Sharing Plan (the "Plan") for allocation to
     the accounts of participants in the Plan, an opinion of counsel
     as to the legality of certain of such shares, which may be issued
     and sold by the registrant to the Trustee, and as to the
     compliance of the Plan, as amended, with the applicable
     requirements of ERISA.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS


         (c)   Exhibits

            5(a)   Opinion of Dennis P. R. Codon, Esq., Vice President
                   and General Counsel of the registrant.

            23     Consent of Dennis P. R. Codon, Esq., (included in
                   Exhibit 5(a)).
                                   
                                   
   _________________________________________________________________
                                   
                                   
                               SIGNATURE
          
          
Pursuant to the requirement 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)




Dated:  July 22, 1994            By:  /s/CHARLES S. MCDOWELL
- ---------------------                 -----------------------
                                      (Charles S. McDowell,
                                       Vice President and Comptroller)

EX-5

                                                                   EXHIBIT 5(a)

                              Unocal Corporation
                              1201 West 5th Street, P.O. Box 7600
                              Los Angeles, California 90051
                              Telephone (213) 977-6124


                         [UNOCAL LOGO]


  
Dennis P. R. Codon                            July 22, 1994
Vice President, General Counsel
and Corporate Secretary


Unocal Corporation
1201 West 5th Street
Los Angeles, California 90017

RE:  Unocal Profit Sharing Plan
     Registration Statement on Form S-8
     ----------------------------------


Ladies and Gentlemen:

      As  Vice  President and General Counsel of Unocal Corporation,  a
Delaware  corporation  ("Unocal"), I, and attorneys  working  under  my
direction,  have acted on behalf of Unocal and as counsel to Unocal  in
connection with the preparation and filing of a Registration  Statement
on  Form S-8, Registration No. 33-65576 (the "Registration Statement"),
which  was  filed  with  the  Securities and Exchange  Commission  (the
"Commission") on July 6, 1993 and became effective on that  date.   The
Registration Statement, as originally filed and as it became effective,
related  to  the  registration under the Securities  Act  of  1933,  as
amended  (the  "Securities Act"), of 5,000,000 shares (the  "Registered
Shares") of the Common Stock, par value $1.00 per share, of Unocal (the
"Common Stock") to be purchased from time to time by the Trustee of the
Unocal  Profit Sharing Plan (the "Plan") for allocation to the accounts
of  participants  in  the  Plan.  Prior to the  date  hereof  all  such
purchases  have been made in the open market.  However,  the  Plan  has
been amended, effective July 27, 1994, to provide that Company Matching
Contributions (as defined in the Plan) will be used by the  Trustee  to
purchase  shares of Common Stock from Unocal.  This opinion relates  to
up  to  2,327,265 shares (the "Shares") of the Registered Shares  which
may  be  issued  and sold by Unocal to the Trustee in consideration  of
Company Matching Contributions.

      This  opinion is rendered in accordance with the requirements  of
Item 601(b)(5) of Regulation S-K of the Commission.




Unocal Corporation
July 22, 1994
Page 2


      For  the  purposes of this opinion, I, or such attorneys  working
under my direction, have examined or considered such matters of law and
fact and such corporate records, certificates and other documents as I,
or  they,  have  deemed necessary, including, but not limited  to:  the
Registration Statement; the Certificate of Incorporation and Bylaws  of
Unocal, as amended to date; certain resolutions adopted by the Board of
Directors of Unocal and the Executive Committee thereof; the  Plan,  as
amended  to date; and certificates and other information obtained  from
public  officials  and  officers  and  employees  of  Unocal  and   its
subsidiaries.  In the course of such examination, I, and such attorneys
working  under  my  direction,  have assumed  the  genuineness  of  all
signatures,  the authenticity of all documents submitted  as  originals
and  the  conformity  to  the originals of all documents  submitted  as
certified,  photostatic or conformed copies.   I  have  relied,  as  to
certain legal matters, on the advice of such attorneys working under my
direction who are more familiar with such matters.

      I  am  licensed  to practice law in the State of California  and,
although I am not licensed to practice law in the State of Delaware,  I
am  familiar with the Delaware General Corporation Law.  Therefore, the
following  opinions are limited to the laws of the State of California,
the Delaware General Corporation Law and the Federal laws of the United
States,  all  as  currently in effect, to the exclusion  of  all  other
jurisdictions.

     Based on and subject to the foregoing, I am of the opinion that:

          1.   The Shares have been duly authorized for issuance by the
     Board of Directors of Unocal and, when certificates evidencing the
     Shares  have  been  duly countersigned by the transfer  agent  and
     registrar for the Common Stock and issued to and paid for  by  the
     Trustee in accordance with the Plan, will be validly issued, fully
     paid and nonassessable.

           2.   The provisions of the Plan, as amended, comply with the
     applicable requirements of ERISA.

     I hereby consent to the filing of this opinion with the Commission
as an Exhibit to the Registration Statement.  In giving this consent, I
do  not  thereby  admit that I am included in the category  of  persons
whose consent is required under Section 7 of the Securities Act or  the
rules and regulations of the Commission promulgated thereunder.

                                 Very truly yours,


                                 /s/ Dennis P. R. Codon