SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549



                                    FORM 8-K



                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



    Date of report (Date of earliest event reported) September 11, 1996
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                               UNOCAL CORPORATION
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             (Exact name of registrant as specified in its charter)



                                    Delaware
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                (State or Other Jurisdiction of Incorporation)



           1-8483                                    95-3825062
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(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) 726-7600
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              (Registrant's Telephone Number, Including Area Code)







Item 5.           Other Events



On September 11, 1996, the following news release was issued:





                Unocal Completes Exchange Offer; Calls Remaining
                  Outstanding $3.50 Convertible Preferred Stock
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         El  Segundo,  Calif.,  Sept.  11,  1996  --  Unocal  Corporation  today
announced the completion of its offer to exchange new, 6-1/4% Trust  Convertible
Preferred  Securities of Unocal Capital Trust for shares of the company's  $3.50
Convertible  Preferred  Stock.  In  addition,  Unocal  said it will  redeem  the
remaining outstanding $3.50 Convertible Preferred Stock that was not tendered in
the exchange offer.

         Unocal said that 10,437,873 of the 6-1/4% Trust  Convertible  Preferred
Securities,  which have an aggregate  liquidation  value of nearly $522 million,
were exchanged for 9,352,962 shares of the $3.50 Convertible Preferred Stock.

         Unocal said it is calling for redemption  the remaining  897,038 shares
of the $3.50 Convertible  Preferred Stock. These shares will be redeemed on Oct.
11, 1996,  for a cash payment of $52.936 per share  (includes an amount equal to
the accumulated  dividend from July 15, 1996, through Oct. 10, 1996), unless the
holder converts the preferred shares into Unocal common stock prior to the close
of business on Oct. 11, 1996.

         Each share of $3.50  Convertible  Preferred  Stock is convertible  into
1.626 shares of Unocal common stock.

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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)




Date:  September 11, 1996                           By: /s/ STANLEY Y. HANAOKA
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                                                       Stanley Y. Hanaoka
                                                       Assistant Comptroller



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