Unocal Newsline                      May 22, 1996
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TO:     ALL EMPLOYEES
FROM:   ROGER BEACH
RE:     VOTING YOUR PROXY

If you have not already voted your proxies this year, don't wait too long. To 
be counted, your vote should be received by Chemical Mellon Bank in New York 
by next Friday, May 31.

You're asked to vote on five items, including three stockholder proposals.  
Briefly, Item 3 asks the Board of Directors to make significant revisions to 
our Statement of Principles for doing business overseas.  Item 4 requests 
that the Board of Directors make a full written report on a gas-processing 
plant in northern Alberta located about 12 miles from a small settlement of 
Lubicon Lake Indians.  Both proposals appeared on last year's proxy and were 
rejected: 94% of the voting shares were cast against revising and updating 
the Statement of Principles and 95% against requiring a written report about 
the specified operations in Alberta.

The third stockholder proposal on the ballot (Item 5) requests that Unocal 
conduct annual pollution prevention audits at every facility.  We believe 
that the vigorous and comprehensive series of programs we have already 
implemented to reduce and prevent pollution from our facilities make this 
proposal unnecessary.

The Board unanimously recommends votes against these three proposals. You 
should study this year's proxy statement for yourself, mark and sign your 
proxy, and return it in the postage-paid envelope.  

If you're voting shares in the Savings Plan or ESOP, your vote is absolutely 
confidential.  If you hold registered or restricted shares, your vote is 
confidential unless you check the "open ballot" box.  In any case, please 
exercise your right as a stockholder to have your vote counted.

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