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)        March 3, 1999
                                                        ------------------------



                               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  a major  reorganization  of its  top  management
structure and a series of key executive appointments.

The new organization is led by a four-person  Management  Committee,  chaired by
Roger C. Beach,  Chairman of the Board of Directors and Chief Executive Officer.
This  committee sets the strategic  direction and investment  priorities for the
company.  In addition to Mr. Beach,  the three other  members of the  Management
Committee are as follows:

John F. Imle, Jr., has been elected Vice Chairman of the Board of Directors.  He
will continue to serve as a key emissary for Unocal in its business  initiatives
around the world.

Timothy H. Ling has been  appointed  Executive  Vice  President,  North American
Energy Operations,  in addition to his position as Chief Financial Officer.  Mr.
Ling  is  responsible  for  Spirit  Energy  76,  the  company's  U.S.  lower  48
exploration  and production  business  unit, the Unocal Global Trade group,  the
company's commodity trading and U.S. midstream operating unit, and the company's
Canadian operations.

Reporting  to Mr. Ling will be John T.  Donohue,  who has been named  president,
Spirit Energy 76,  replacing  John W. Schanck,  who is leaving the company.  Mr.
Donohue was the Vice President of the company's Agricultural Products and Alaska
Oil and Gas business  units and has extensive  experience in the company's  U.S.
Gulf Coast operations.

The fourth member of the Management Committee is Charles R. Williamson,  who has
been appointed  Executive Vice President,  International  Energy Operations.  In
this position, Mr. Williamson will head up all of Unocal's energy operations and
new ventures activities outside of North America.

The above appointments are effective immediately.


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:  March 3, 1999                        By:   /s/ JOE D. CECIL              
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                                                  Joe D. Cecil
                                                  Vice President and Comptroller