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:  June 3, 1996



                     UNOCAL CORPORATION
                     ------------------

   (Exact name of registrant as specified in its charter)




                                    Delaware
- -----------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)
  
                                

            1-8483                                    95-3825062
- -----------------------------------------------------------------------------
    (Commission File Number)             (I.R.S. Employer Identification No.)
               




2141 Rosecrans Avenue, Suite 4000,  El Segundo, California      90245
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(Address of Principal Executive Offices)                      (Zip Code)


                                 (310) 726-7718
- -----------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)
  


ITEM 5.   OTHER EVENTS


On June 3, 1996, the following news release was issued:          

                        
   


                     UNOCAL SEES STRONG EARNINGS; DOWNSTREAM
                     ---------------------------------------

                         MARGINS, COMMODITY PRICES CITED
                         -------------------------------


         Brea,  Calif.,  June 3,  1996 -- All of Unocal  Corporation's  business
segments are meeting or exceeding the company's key financial targets,  Roger C.
Beach,  Unocal chairman and chief executive  officer,  told  stockholders at the
company's annual meeting here today.


         "I expect that our adjusted six months'  earnings will be approximately
equal to our full year adjusted 1995 results," Beach said,  citing  improvements
in operations.


         "We have seen a sharp improvement in the performance of the 76 Products
Company  over the first  quarter.  Refining  and  marketing  margins  have risen
dramatically during this quarter,  and gasoline sales volumes are strong," Beach
said.


         The company's reformatted  stations,  which incorporate new convenience
stores and car  washes,  are  averaging  a 40 percent  improvement  in  gasoline
volumes versus the same site before the rebuild.


         Unocal's  natural gas production  continues to be strong,  while prices
for both crude oil and natural gas are up substantially, compared with 1995.


         Beach also said that Unocal's  agricultural products business units are
enjoying another strong year with high fertilizer prices and production.


         "While  our  overall  results  have  obviously  been  helped  by strong
commodity prices and improved  downstream  margins,  our ongoing  initiatives to


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improve  performance and maintain high production rates and sales volumes are an
important factor in the improved earnings," Beach said.


         The company's adjusted earnings were $1.06 per common share in 1995. In
the first quarter 1996, the company earned 45 cents per common share,  excluding
special items.


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                                 SIGNATURE
          
          
Pursuant to the requirements 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)






                                 by:  /s/ CHARLES S. MCDOWELL
                                      -----------------------
                                      (Charles S. McDowell,
                                       Vice President and Comptroller)






Date:  June 4, 1996
                                       

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