Newsline
For release Mon., May 5 in US/Canada, May 9 to overseas
offices

TO:       Employee Stockholders
FROM:     Roger Beach
RE:       Voting your proxy

By now, you've received your 1996 Unocal Annual Report,
along with the proxy and voting form.  I urge you to vote.
Your votes are important -- every share you hold counts.

At the end of last year, the employee savings plans held
about 15 million shares, or 6 percent of common shares
outstanding.  Your votes in these plans are completely
confidential.  Here's how the votes are counted.

Eighty percent of employee plan shares are held in the
Unocal Savings Plan (USP).  The trustee of this plan must
vote unvoted shares in the same proportion as the employee
shares that are voted.  If you don't vote, then the opinion
of other employees who do will determine how all the shares
are voted.

You may also participate in the Employee Stock Ownership
Plan (ESOP). In this plan, if you don't vote, then your vote
may be left to the discretion of the trustee.

Information about the directors who are up for election,
stockholder proposals and other items you are asked to vote
on is provided in the Proxy Statement. When you review it,
be sure to look at the arguments for and against the two
stockholder proposals, Items 4 and 5. The board recommends a
vote against both of these proposals.

Every vote counts. These proposals, each submitted for the
first time this year, must be defeated with just over 97
percent of the total vote going against them -- or the
proponents can submit them again next year.

Item 4 requests the board to appoint a committee of outside
directors to report on the actual and potential economic and
public relations benefits and cost to Unocal of our business
in Myanmar.  The proposal asks for an evaluation of the
impact of consumer boycotts and selective purchasing
resolutions, increases in our lobbying activities, and the
cost of responding to litigation. (Resolutions banning the
purchase of goods or services from companies doing business
in Myanmar have been passed in several cities and the
Commonwealth of Massachusetts.)

The board recommends a vote against Item 4.  These non-
operating expenses have not had a material effect on our
activities and are immaterial when compared with the
potential returns from our investments in Myanmar.  With the
sale of our West Coast refineries, terminals and service
stations, we expect virtually no further impact from
boycotts or selective purchasing resolutions.

The second stockholder proposal (Item 5) requests that a
committee of outside directors conduct extensive research
and produce a written report on the allegation that the
Myanma Oil and Gas Enterprise (MOGE) -- a co-venturer in the
Yadana project -- is a conduit for illegal drug-money
laundering in Myanmar (Burma) and the extent to which
company officials have been aware of any facts linking MOGE
to drug-money laundering.

We recommend a vote against Item 5.  Unocal officials have
no knowledge of alleged drug-money laundering by MOGE.
Proving or disproving these allegations would require an
extensive investigation that would subject Unocal's officers
and directors to criminal penalties under Myanmar law.  We
have explicit policies against any type of involvement in
unethical or illegal behavior and we strictly adhere to
these policies in all countries where we operate.

Read your Proxy Statement for more details on these
proposals and the arguments for and against each one.  And
then vote your shares. It's important!  Every vote counts.

NEWSLINE is produced for employees by the Public Relations
and Communications Group in El Segundo, California.  It is
distributed via E-mail and posted on the SeventySix Home
Page.