UNOCAL NEWSLINE                                             May 16, 1995
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TO:        ALL EMPLOYEES

FROM:      ROGER BEACH

RE:        VOTING YOUR PROXY



You're running out of time to vote on two important stockholder proposals, if 
you have not already done so.  To be counted, your vote should be received by 
Chemical Bank in New York by this Friday, May 19.  All ballots should be in 
the mail today, May 16.  Those who attend the Annual Meeting in Sugar Land on 
May 22 can, of course, vote there.

You're asked to vote on four items, including two stockholder proposals.  One 
proposal (item 3) concerns natural gas processing operations in Canada.  The 
other proposal (Item 4) deals with Unocal's philosophy for doing business 
internationally.

Item 3 asks the Board of Directors to make a full written report on a gas-
processing plant in northern Alberta.  The plant is about 12 miles from a 
small settlement of Lubicon Lake Indians.

In a 30-page report, the Alberta Energy Resources Conservation Board 
concluded that neither the Lubicons nor the environment would suffer any ill 
effects from our plant, which will process slightly sour gas.  The board 
also found that we had made sufficient efforts to tell the Lubicons about our 
activities.  We don't need another report.

Item 4 calls for our Board of Directors to review and update the company's 
Statement of Principles for doing business internationally.  The statement 
was published less than a year ago after thorough review.  It's strong and 
comprehensive.  We're proud of it and we live by it.  We don't need to update 
it.

The Board unanimously recommends votes against these two proposals.  You 
should study this year's proxy for yourself, mark and sign your ballot and 
return it in the postage-paid envelope.  I assure you that your vote is 
absolutely confidential.  Please cast it today.

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