UNOCAL CORPORATION

  1995 Proxy Soliciation Material





        UNOCAL CORPORATION

1995 Suggested Telephone Procedures


Organize your material and write down the key points you want to make.  Be
sure to speak with:

1.   Consistency
2.   Efficiency
3.   Confidence


A recent survey shows that the real message being conveyed by telephone is
based: 

1.   90% on your tone of voice
2.   10% on your words


A good technique is to start off with the person's name.  Your attitude and
choice of words are important:

1.   Set the tone of the conversation; do not be curt or abrasive.
2.   Make sure the stockholder realizes you are there to provide
     a service, and that you can serve as a source of additional
     information.
3.   Use plain English.


Rules for overcoming objections:

1.   Be quiet
2.   Do not interrupt
3.   Listen carefully
4.   Write down pertinent information
5.   Respond to specific concerns as appropriate.

/PAGE




ANSWER PROMPTLY. Try to answer on the first ring, if possible.  Your
alertness gives a positive start to any conversation.

IDENTIFY YOURSELF.  Let the caller know to whom he or she is speaking.  It
avoids misunderstanding and possible embarrassment.

TREAT EVERY CALL AS IMPORTANT.  No stockholder request is ever "routine".

BE A GOOD LISTENER.  Give the caller your undivided attention.  Don't ask the
person to repeat, except when you want to verify a number or spelling.

USE COMMON COURTESY WORDS.  "Please", "thank you", or "you're welcome" are
positive and powerful words that build a reputation for you and your company.

USE THE CALLER'S NAME.  There's no sweeter music to a person than the sound
of his or her own name.

TIME FOR A GOOD ENDING.  Always thank the person for calling and offer a
simple "good-bye".

BE HELPFUL.  Offer what information you can.  If you leave the line to obtain
information, explain what you intend to do.  It is courteous to say, "will
you wait?" or, "shall I have someone call you back?".

NEVER LEAVE A CALLER HANGING.  If a caller chooses to stay on the line, use
the "Hold" button.  Be certain to give progress reports every 60 seconds or
so to assure the caller that you're working on the request.

BE TACTFUL.  If the information the caller requests must be refused because
of company policy, give a straightforward but kind explanation.

THANK THE CALLER FOR WAITING.  Show your appreciation for the caller's
patience.  If you smile as you say "Thank you for waiting, Mr. Grey", your
voice will be more relaxed and your tone more pleasant.

TRANSFER A CALL ONLY WHEN NECESSARY.  Be sure the party wants to be
transferred.  If not, offer to have someone call back.

/PAGE

 

        UNOCAL CORPORATION

Instruction for Employees Who Will Call Stockholders


GUIDELINES:

1.  My name is ___________________.  I am an employee of Union Oil
    Company of California, which is a subsidiary of Unocal Corporation.

2.  Have you received your Unocal proxy card and proxy statement that was
    mailed on April 11?

3.  Do you have any questions about either one?

4.  If you haven't completed and returned your proxy, please do so as
    soon as possible.  It is important that you exercise your rights as
    a stockholder.

5.  In case you have misplaced your proxy card, we will have another one
    mailed to you today.

6.  Do you plan to attend the Annual Stockholders Meeting on May 22?  If
    so, did you return the attendance card enclosed in your proxy
    statement?  If not, and you would like to attend, please give me your
    address and telephone number.





        UNOCAL CORPORATION

Possible Questions from Stockholders

The following are some possible questions from shareholders.  In no way will
this incorporate every question that can be asked.  For questions on matters
not covered in the annual report or proxy statement, please refer the
stockholders to the Shareholder Services department.

Refer the shareholders to the appropriate page(s) in the 1995 Proxy statement
regarding questions on any of the shareholder proposals.  Please do not
speculate on these matters.  If a shareholder wants more information than is
provided in the Proxy Statement, please refer them to the Shareholder
Services Department.

There are two shareholder proposals this year (page number in proxy
statement):

1.  Item 3 Stockholder Proposal: report on a gas plant expansion in
    Northern Alberta, Canada (page 16)
2.  Rebuttal to Item 3 (page 17)
3.  Item 4 Stockholder Proposal: review and report on Unocal's statement
    of principles regarding international business (page 19)
4.  Rebuttal to Item 4 (page 20)

Q.  I don't want to bother with reading the proxy statement and voting
    instructions.  How can I vote without going through all of that?

A.  If you wish to fully exercise your rights as a stockholder, it would
    be to your benefit to read the proxy statement.  It contains
    information about the Directors, Executive Compensation, and
    Stockholder Proposals and these items may be of interest to you as
    a stockholder.  The Board of Directors has indicated on your proxy
    card its voting recommendations.  It only takes a few moments to
    sign, date and mail your proxy card in the return envelope.

Q.  What is the relationship of Unocal and Union Oil Company?

A.  Union Oil Company of California is a wholly-owned subsidiary of
    Unocal Corporation, a Delaware company created in 1983 and approved
    by the stockholders.  Union Oil is the principal operating subsidiary
    of Unocal.




Q.  Some outside Directors own very few shares of Unocal Stock.  Don't
    they have any faith in the future of the Company?

A.  The Board of Governance Committee seeks candidates for the Company's
    Board of Directors who have distinguished themselves in their
    business or profession, who have the highest standards of integrity
    and independence, and who possess experience which will enable them
    to make a meaningful contribution to the Company.  The size of their
    Unocal stockholding is not an important factor in the selection
    process.

Q.  Why doesn't Unocal have a member of a minority group on its Board of
    Directors?

A.  In selecting candidates for the Company's Board of Directors, the
    Board of Governance Committee considers candidates with a variety of
    backgrounds.

Q.  Compensation paid to officers is certainly high; it seems excessive
    to me.

A.  (Listen and don't try to refute the stockholder's comments on this
    subject.)

    The 1995 proxy statement contains detailed disclosures on officer
    compensation required by the SEC.  We thank you for your comments. 
    If you like, I will pass your comments on to the appropriate
    management.

Q.  What's this about confidential voting?  I thought my vote was always
    confidential.

A.  Unocal's Board of Directors wishes to encourage stockholder
    participation in corporate governance by ensuring confidentiality of
    stockholder voting.  An independent third party has been retained to
    receive and tabulate stockholder proxy votes.

    The Directors believe, however, that some shareholders want the
    company to know how they have voted.  Those shareholders can check
    the open ballot box on the proxy and the company will be given those
    proxies.  The manner in which any stockholder votes on any particular
    issue shall, subject to any federal or state law requirements, be
    confidential unless the shareholder has checked the open ballot box
    on the proxy card.





Q.  In 1990, the Company implemented a stockholder rights plan.  Do you
    really think this is in the best interest of the stockholder?

A.  Absolutely.  Over 1,000 companies have implemented similar rights
    plans to encourage any acquiring entity to deal directly with the
    Board of Directors.  This gives the Board the opportunity to protect
    stockholders by rejecting offers that are clearly inadequate.

Q.  The earnings for Unocal were down in 1994.  What do you expect for
    1995?

A.  We are unable to make estimates of Unocal's future performance.  The
    1994 Annual Report will give you an overview of the prior year's
    performance.  The "Management Discussion and Analysis" section (Pages
    26-27) of the Annual Report discusses the company's outlook for
    future performance.

Q.  Does Unocal have any published Governance policies?

A.  Unocal has set forth their system of corporate governance on page 20
    of the annual report.  This section is simple and to the point,
    please refer stockholders to it.

Q.  What about Unocal's environmental expenditures?

A.  Unocal continues to make  substantial capital and operating
    expenditures for environmental protection and to comply with federal,
    state and local laws and provisions regulating the discharge of
    materials into the environment.  In many cases, investigatory or
    remedial work is now required at various sites even though past
    operations followed practices and procedures that were considered
    acceptable under environmental laws and regulations, if any, existing
    at the time (further discussion in the Annual Report - pages 25-26).

NOTE: UNOCAL HAS PUBLISHED A REPORT REGARDING ENVIRONMENTAL ISSUES.  PLEASE
OFFER TO SEND THEM A COPY.

Q.  Why did Unocal introduce a reformulated gasoline (RFG)?

A.  Unocal converted its refining system to produce RFG for So. Ca. that
    meets federal E.P.A. guidelines.  The fuel was due on the market by
    Jan. 1, 1995.  The company is now gearing up to produce
    Unocal-patented gasolines that will meet





    more stringent standards set by the Ca. Air Resources Board.  They
    must be in production by March 1, 1996, and on the market by June 1.

Q.  Will Unocal spin-off the 76 Products Division? Will it go public?

A.  The immediate focus for 76 Products is to improve profitability.  We
    want to isolate those assets that are strictly involved in the
    refining and marketing of petroleum products on the West Coast., so
    that we can more effectively compete in the fast-changing retail
    market in the West.

    Eventually, we'll consider alternatives for the unit:  continue to
    operate it ourselves, form a joint-venture, or perhaps sell part of
    the stock as a public offering.

Q.  Questions about UCL and UXC common stock and the UXC/UCL merger.

A.  Any questions regarding stockholder accounts should be referred to
    Chemical Trust Company as Registrar and Transfer Agent, telephone
    1-800-647-4273.  Any questions regarding this or any other merger,
    refer to the Shareholder Services Dept.

Q.  Questions about the Union Oil/UXC merger.

A.  In general - for every share of UXC owned, stockholders received .54
    of a share of Unocal common stock.  Any additional discussion should
    be referred to Shareholder Services. 





                          Telephone List

          Shareholder Services -- Unocal Center Room 1100

Matthew Davino        Extension 5066 (network: 230 - 5066)

David Whitehurst      Extension 6010 (network: 230 - 6010)

John Dillon           Extension 5084 (network: 230 - 5084)


                    Toll Free Telephone Numbers

Investor Relations  (800) 252-2233  

FAX Numbers:     (213) 977-5989 
FAX Numbers:     (213) 977-7591 


Chemical Bank      (800) 647-4273
(Transfer Agent)

Marketing
 Customer Service  (800) 944-7676