Internal Bulletin

   TO:     Employee Stockholders
   FROM:   Roger Beach
   RE:     Voting Your Proxy


If you have not yet reviewed the 1998 Proxy Statement, I 
urge you to do so and to complete and return your proxy 
today.  It contains information about three stockholder 
proposals and other items that are important to you as a 
stockholder and employee of Unocal.

Please keep in mind that if you do not vote, your votes 
will NOT necessarily be cast in support of management.  
Most employee shares are held in the Unocal Savings 
Plan, whose trustee is required to cast unvoted shares 
in the same proportion as all of the voted employee 
shares.

Your proxy vote on your Savings Plan shares is always 
confidential, and your vote on other shares is always 
confidential unless you check the "open ballot" box on 
your proxy.  To ensure complete confidentiality, Unocal 
has retained an independent third party to receive and 
tabulate all votes.

Unocal's Board of Directors recommends votes against the 
three stockholder proposals being considered.  The 
proposals are summarized below.  Review the Proxy 
Statement for more detailed arguments for and against 
these proposals.

NO ON ITEM 4
The proposal requests the board of directors to 
conduct a special review of the company's executive 
compensation practices for all of the company's top 
officers.

Our Position:  Unocal's executive compensation is 
determined by the board's Management Development and 
Compensation Committee, which is composed of non-
employee directors and assisted by a highly regarded 
compensation consulting firm, Strategic Compensation 
Associates.  The committee evaluates the individual 
performances of Unocal's executive officers, and the 
criteria upon which their compensation is based.  In 
the Proxy Statement, all stockholders are provided a 
detailed review of our executive compensation 
programs and policies.  Based on compensation survey 
data for our industry and peer group, Unocal remains 
slightly below the estimated mean of total executive 
compensation.

NO ON ITEM 5
This proposal requests that a committee of outside 
directors conduct extensive research and publish a 
report on the allegation that the Myanma Oil and Gas 
Enterprise (MOGE) is serving as a conduit for illegal 
drug-money laundering in Myanmar.

Our Position:  The proposed resolution is identical 
to one defeated last year by more than 94 percent of 
the shares voted.  It implies that Unocal officials 
have knowledge of such activities allegedly conducted 
by MOGE.  This is absolutely false.  Furthermore, 
Unocal has no legal or contractual right to access 
MOGE's accounting or other financial records required 
for such an investigation, and would be unable to 
comply with this resolution if it were passed.

NO ON ITEM 6
This proposal 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.

Our Position:   Item 6 is identical to a proposal 
rejected last year by more than 95 percent of the 
shares voted.  No report is necessary since the costs 
are immaterial.  Unocal's non-operating expenses for 
government relations, public communications and legal 
costs related to its Myanmar investments amounted to 
less than 0.03 percent of Unocal's 1997 total assets 
and 0.04 percent of its expenses.

Remember, your vote counts.  Proposals must be rejected 
by very high margins or they can be resubmitted year 
after year.

Cast your vote today!

NEWSLINE is produced for employees by the Public 
Relations and Communications Group in El Segundo, 
California.  It is posted on the SeventySix Home Page at 
http://st.unocal.com/76.