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)        November 11, 1998
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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.

Unocal Corporation  announced that it expects to reduce capital  expenditures by
30 to 40 percent in 1999 from the expected 1998 level. In addition,  the company
is  targeting  cash  expense  reductions  of $150  million,  of which about $100
million has already been identified.  Unocal's  challenge in the near-term is to
deliver earnings,  maintain production and keep a manageable level of debt while
funding key growth projects in a world of depressed commodity prices.

The company  expects its 1999 capital  expenditures to approximate $1 billion to
$1.2 billion, which is in line with anticipated cash flow based on continued low
commodity  prices.  The  capital  spending  reduction  will come from  deferring
company-wide  expenditures on lower-return projects and suspending activities in
non-core  areas.  The level of spending in 1998 for some  projects,  such as the
Gulf of Mexico  OCS lease  sales  that  established  Spirit  Energy  76's  major
deepwater land position, will not be matched in 1999.

Targeted cash expense  reductions  for next year will be through  elimination of
certain  project  development  costs,  substantial  savings  on  production  and
operating  expenses,  lower exploration  expense and reduced  administrative and
general expense.

The  company  will  continue  to focus  on the key  high-value  growth  areas of
Indonesia,  Thailand,  the Gulf of Mexico,  South and  Southeast  Asia,  and the
Southern Cone of Latin America.  In addition,  the company is looking to acquire
low-priced  assets, but only if they enhance Unocal's existing portfolio and add
value immediately.  Unocal plans to withdraw from or suspend various projects in
areas with either  lower  returns,  heightened  political  risk or  unacceptable
payout timelines.



The company is targeting  1999 net  worldwide  oil and gas  production to exceed
1998's  estimated  production of 485,000  barrels of oil equivalent per day. The
1999 production  target has been lowered from previous  estimates because of the
company's  plan to tie  capital  spending  to  anticipated  cash flow as a guard
against increasing debt.  Achieving the 1999 production target will be dependent
on market conditions in Asia, particularly Thailand.

Forward-looking   statements  and  estimates  regarding  capital   expenditures,
business  expenses,  and  production  and operating  results set forth above are
based on assumptions concerning market, competitive, regulatory,  environmental,
operational and other considerations. Actual results could differ materially.

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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:  November 16, 1998                     By:   /s/ JOE D. CECIL             
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                                                  Joe D. Cecil
                                                  Vice President and Comptroller

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