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:  December 5, 1994



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



           Delaware                    1-8483             95-3825062
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(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
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    (Address of principal executive offices)           (Zip Code)




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



ITEM 5.   OTHER EVENTS

     Los Angeles, December 5 -- Unocal Corporation today announced a change
in the company's accounting policy for recognizing the reduction in value of 
certain oil and gas producing properties.
     Under the new policy, the company will evaluate properties for
impairment on a field-by-field basis, compared with the country-by-country
basis previously in use.  As a result of this change, Unocal anticipates
taking a charge of approximately $445 million pretax ($275 million
aftertax) to earnings in the fourth quarter 1994.  The charge reflects the
write-down of certain oil and gas producing properties in the U.S. from
which the estimated undiscounted future cash flows are less than the
current net book value of the properties.
     The company also said it anticipates a write-down of $35 million
pretax ($22 million aftertax) for certain other properties.
     The company said that the effect of the write-downs will be to reduce
its domestic depreciation expense by 13 percent, or about 55 cents per
barrel of oil equivalent (BOE), assuming current production levels.  On a
worldwide basis, the company's depreciation expense will be reduced by
about nine percent, or 33 cents per BOE.
     The company also said that it is reviewing its provisions for
environmental clean-up costs and anticipates taking additional charges in
the fourth quarter.  Subject to this review, the company said that it
expects to add between $150 million and $250 million pretax ($93 million to
$155 million aftertax) to its provisions for environmental clean-up costs.
     In addition, the company expects to record a $35 million pretax ($22
million aftertax) provision for pending litigation expenses, as well as a
previously announced $25 million pretax ($15 million aftertax) for costs
related to reductions in corporate staff.
     The provisions announced today have been reviewed with Coopers &
Lybrand, the company's independent auditors.  However, the final provisions
are subject to further review by the company and the auditors.


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                                 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
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                                         (Registrant)






Dated:  December 5, 1994        By:   CHARLES S. MCDOWELL
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                                      Charles S. McDowell,
                                       Vice President and Comptroller







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