UNOCAL CORPORATION
                               2141 Rosecrans Avenue
                               Suite 4000
                               El Segundo, California 90245
                               Telephone (310) 726-7601
 
                          [UNOCAL LOGO]
 
                                April 25, 1997
 ROGER C. BEACH
 Chairman of the Board
 and Chief Executive Officer
 
 
 Dear Unocal employees and retirees:
 
 By now you should have received Unocal's 1996 annual report
 and proxy statement, together with a proxy card (or voting
 instruction card) for you to vote your shares at the upcoming
 annual meeting.
 
 This year's proxy contains two stockholder proposals.
 
  -  The first requires the Board of Directors to issue a
     report on the actual and potential costs and benefits of doing
     business in Myanmar.
  
  -  The second calls for a group of outside directors to
     investigate and publish a report on the allegations that
     the Myanma Oil and Gas Enterprise (a co-venturer in the Yadana
     natural gas project) is a conduit for money laundering in
     Myanmar.
 
 The issues surrounding these proposals have broad
 implications, and we want all stockholders to be fully
 informed about them.  The enclosed Proxy Fact Sheet summarizes
 the proposals and presents the viewpoints and recommendations
 of your company's Board of Directors.  I also encourage you to
 review the proxy statement, which provides more detailed
 information on the proposals.
 
 As a Unocal stockholder, you are an owner of the company.
 Your views and your votes are important.  Please be sure to
 vote by marking and signing your proxy card or voting
 instruction card and returning it in the postage-paid envelope
 provided with the proxy statement.
 
                                Very truly yours,
 
                                /s/ Roger C. Beach
 
 
                          [UNOCAL LOGO]
                                
                        PROXY FACT SHEET
                                
                                
                              YOUR
                              VOTE
                             COUNTS
                                
 
 
 ITEM 4
 
 PROPOSAL SUMMARY
 ----------------

 Requests that the Board of Directors appoint a committee of
 outside directors to issue a report on the actual and
 potential economic and public relations costs to Unocal of
 opposition to its business in Myanmar (Burma).  The report
 should include actual and potential benefits of continuing to
 do business in Burma as well as the costs to Unocal.
 
 VOTE NO
 
 The Board of Directors recommends a VOTE AGAINST the adoption
 of Proxy Item 4 for the following reasons:
 
 The expenses that would be incurred in producing such an
 economic report are unnecessary.
 
 There has been no significant impact o Unocal from consumer
 boycotts or selective purchasing resolutions.
 
 With the sale of 76 Products Co., the Company's exposure to
 consumer boycotts or selective purchasing resolutions will
 virtually cease.
 
 In 1996, total non-operating expenses Unocal incurred to
 support its investments in Myanmar - about $1 million - were
 immaterial from a Long-term investment perspective.
 
 UNOCAL'S VIEW
 --------------
 The expenses that would be incurred in producing such an
 economic report are unjustified.  There has been no
 significant impact on Unocal from consumer boycotts or
 selective purchasing resolutions.  Given the sale of 76
 Products Co., our exposure to consumer boycotts or selective
 purchasing resolutions will virtually cease.  From a long-term
 investment perspective, Unocal's total non-operating expenses
 -- about $1 million -- associated with our investments in
 Myanmar are immaterial.
 
 
 PUTTING MYANMAR IN PERSPECTIVE
 ------------------------------
 Unocal's Myanmar operations are held under two wholly owned
 subsidiaries.  At year-end 1996, they had assets of $115
 million, compared with Unocal's total assets of $9.1 billion.
 The Company's activities in Myanmar are reported in its 1996
 Annual Report and Form 10-K.  Additionally, the Company has
 issued three reports about the Yadana project, the most recent
 of which was published in March 1997.
 
 BUSINESS IMPACT OF MYANMAR PROTESTS
 ------------------------------------
 76 Products Co., the business unit with the most visible
 exposure to boycotts or purchasing resolutions, had a limited
 presence in the municipal markets where selective purchasing
 resolutions were enacted.  Given the sale of 76 Products Co.,
 no further impact is expected.
 
 In 1996, 76 Products maintained its existing municipal
 contracts.  (The prior year, one municipal contract valued at
 about $44,000 was not renewed.)
 
 There has been no significant or material impact on the sales
 (retail, wholesale or commercial) of gasoline and diesel fuel.
 In fact, sales increased by 9 percent in 1996.
 
 The number of retail and commercial credit card accounts
 closed because of Unocal's investments in Myanmar were
 insignificant.  (In 1996, the number of new credit card
 accounts grew by over 33 percent, compared with the prior
 year.)
 
 There has been no measurable impact on The UNO-VEN Company
 from consumer boycotts or selective purchasing resolutions.
 
 
 MYANMAR NON-OPERATING EXPENSES
 -------------------------------
 During 1996, Unocal incurred approximately $1 million in non-
 operating expenses for government relations, public
 communications and legal support related to its Myanmar
 activities.  These costs are insignificant when compared with
 the anticipated returns during the 30-year life of the Yadana
 project.
 
 
 CONCLUSION
 -----------
 The expenses required to produce such a report are neither
 necessary nor cost-effective.  The sale of our 76 Products
 Co. assets will virtually end Unocal's exposure to
 consumer boycotts and selective purchasing resolutions.  Non-
 operating expenses associated with the Company's Myanmar
 operations are, from a long-term perspective, immaterial.

 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST
 THIS PROPOSAL
 
 REMEMBER THAT EVERY VOTE COUNTS.  IF THIS PROPOSAL IS NOT
 DEFEATED BY MORE THAN 97 PERCENT OF THE TOTAL STOCKHOLDER
 VOTE, IT CAN BE SUBMITTED AGAIN NEXT YEAR.
 
 
 
 ITEM 5

 PROPOSAL SUMMARY
 -----------------
 Requests that a committee comprised of outside directors
 conduct extensive research and publish a written report on the
 allegations that the Myanma Oil and Gas Enterprise (MOGE) is a
 conduit for illegal drug-money laundering in Myanmar (Burma);
 the extent to which company officials have been aware of any
 facts linking MOGE to drug-money laundering; and a recommended
 course of action for the Board of Directors to take based on
 the findings.
 
 VOTE NO

 The Board of Directors recommends a VOTE AGAINST the adoption
 of Proxy Item 5 for the following reasons:
 
 The proposal implies that Unocal officials may have knowledge
 of drug-money laundering activities allegedly conducted by the
 Myanma Oil and Gas Enterprise (MOGE).  This is absolutely
 false.
 
 Unocal is not involved in the internal financial operations of
 MOGE.  We do not have access to the financial or operating
 records of MOGE, nor do we have the legal authority to review
 those records.
 
 It is illegal under Myanmar law - and against Unocal's policy
 - to conduct the investigation called for by this stockholder
 proposal.   Such an investigation also would expose Unocal
 officers and directors to significant criminal penalties.
 
 Enacting this stockholder resolution could jeopardize Unocal's
 investments in Myanmar.  At immediate risk would be $115
 million in assets of two wholly owned Unocal subsidiaries
 under which those investments are held.  Longer term,
 stockholders may fail to realize the anticipated returns
 expected to be generated by the 30-year Yadana project.
 
 UNOCAL'S VIEW
 --------------
 The resolution implies that Unocal officials may have
 knowledge that the Myanma Oil and Gas Enterprise (MOGE) is
 engaged in the drug-money laundering activities alleged in the
 proposal.  This is absolutely false.  Proving or disproving
 those allegations would require an extensive investigation
 that would subject Unocal's officers and directors to criminal
 penalties under Myanmar law, under which two of the Company's
 wholly owned subsidiaries must operate.
 
 
 PROPOSAL VIOLATES OUR CODE OF CONDUCT
 --------------------------------------
 Unocal's operations are strictly guided by our Statement of
 Principles, as well as our Code of Ethics and Compliance
 Guidelines.  In Myanmar, as in every country where we operate,
 our policy is to comply with all laws, rules and regulations
 applicable to the conduct of our business.  Every Unocal
 employee must avoid any activity which could involve or lead
 to the involvement of Unocal or its personnel in any unlawful
 practice.
 
 
 CONCLUSION
 ----------
 Unocal is committed to meeting the highest ethical standards
 in all of our operations, at home and abroad.  We have
 explicit policies against any type of involvement in unethical
 or illegal behavior.
 
 Moreover, as an international energy company, Unocal is not
 legally authorized to conduct an investigation into the
 financial activities of a state-owned company such as MOGE.
 
 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST
 THIS PROPOSAL.
 
 REMEMBER THAT EVERY VOTE COUNTS.  IF THIS PROPOSAL IS NOT
 DEFEATED BY MORE THAN 97 PERCENT OF THE TOTAL STOCKHOLDER
 VOTE, IT CAN BE SUBMITTED AGAIN NEXT YEAR.
 
 
 
 VOTING
 YOUR SHARES
 
 All stockholders are encouraged to vote their shares of Unocal
 common stock on the issues outlined in the proxy or brought
 before the annual meeting.  Here is how the voting of shares
 in employee stock plans are handled:
 
 - UNOCAL SAVINGS PLAN PARTICIPANTS
 
   The trustee of the Unocal Savings Plan will vote your shares
   in accordance with the direction received from you.  If you do
   not vote, your shares will be voted by the trustee in the same
   proportion as those shares for which it received voting
   directions.
 
 - EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) PARTICIPANTS
 
   The trustee of the ESOP will vote your shares in accordance
   with the direction received from you.  If the trustee does not
   receive instructions from you, then the trustee will vote your
   shares on proxy issues at its discretion.