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) December 4, 1996
                                                    -------------------



                               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 December 4, 1996, the following news release was issued:




                   UNOCAL SEES GROWTH THROUGH NEW INVESTMENTS;
                    PLANS DEBT REPAYMENT AND STOCK REPURCHASE
                    -----------------------------------------



         El Segundo,  Calif., Dec. 4, 1996 -- Unocal expects to use the proceeds
from  the  sale  of  its  West  Coast   downstream   refining,   marketing   and
transportation assets to invest in new projects, reduce debt and buy back common
stock of the  company,  Roger C.  Beach,  Unocal  chairman  and chief  executive
officer said today.

         Unocal is  currently  negotiating  a  definitive  agreement  with Tosco
Corporation  for the  sale of  these  downstream  assets  for  approximately  $2
billion.  The  company  said the  transaction  could be  completed  in the first
quarter 1997.

     "We want to use the proceeds to enhance stockholder value," Beach said. "We
would like to invest all of the proceeds in high-return  growth projects.  Given
the timing of our projects,  however,  it makes good sense for us to use some of
the cash to reduce debt and repurchase our common stock."

         Beach  cited the  company's  new crude  oil,  natural  gas and  project
development opportunities in Central and Southeast Asia. "With the divestment of
our downstream  operations,  Unocal will become the world's largest  independent
oil and gas producer,  both in terms of production  and  reserves," he said. "We
are also adding value by developing  infrastructure  projects, such as pipelines
and power plants."



                                       




         Beach  said  the   company's   current   plan  is  to  reduce  debt  by
approximately $800 million.  "This will reduce our interest expense and give the
company more flexibility for financing future projects," he said.

         Beach also said the  company's  board of directors had  authorized  the
repurchase  of up to $400 million of the company's  common stock.  If the entire
authorized  amount  were  repurchased,  it would  represent  about 4 percent  of
Unocal's  outstanding  250 million shares of common stock,  based on its current
market price.

         The common shares would be repurchased through open market or privately
negotiated transactions at the discretion of company management,  depending upon
financial  and market  conditions  or as otherwise  permitted  under  applicable
rules.

         "Looking  forward,"  Beach  added,  "we  must,  of  course,  close  the
transaction with Tosco, and if new attractive  investment  opportunities  become
available, the debt paydown and stock repurchase program could be affected."


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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)


Dated:  December 4, 1996               By:   /s/ CHARLES S. MCDOWELL
                                            -----------------------
                                               Charles S. McDowell
                                                Vice President and Comptroller
                                                (Duly Authorized Officer and
                                                Principal Accounting Officer)


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