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)        July 6, 1999
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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.


The company announced that its Spirit Energy 76 business unit completed drilling
of the  first  three  deepwater  exploration  wells it  operated  in the Gulf of
Mexico. All of the wells were deemed non-commercial or dry.

         The Nag el Madamud well in Mississippi  Canyon block 541 was drilled in
         2,016 feet of water to a total  depth of 8,891 feet in 22 days.  Unocal
         has a 50-percent  working  interest in the prospect.  Approximately  $6
         million  pre-tax in well costs will be charged  against  the  company's
         second quarter 1999 earnings.

         The  Bowshock  well in Garden Banks block 460 was drilled in 2,500 feet
         of  water to a total  depth of  17,014  feet in 44 days.  Unocal  has a
         100-percent working interest in the prospect. Approximately $17 million
         pre-tax  in well costs will be charged  against  the  company's  second
         quarter 1999 earnings. An additional $2 million pre-tax is estimated to
         be charged in the third quarter.

         The previously  completed  South Sierra well was drilled in 3,674 feet
         of water to a total  depth of  14,360  feet in 30 days.  Unocal  has a
         50-percent working interest in the prospect.  Approximately $8 million
         will be charged against the company's second quarter 1999 earnings.

The aggregate result of all three wells is a pre-tax charge of approximately $30
million  against the  company's  second  quarter 1999  earnings and an estimated
pre-tax charge of  approximately  $2 million against the company's third quarter
1999 earnings.

The company also announced that its Spirit Energy 76 business unit's exploration
drilling  successes  and  aggressive  development  program on the Gulf of Mexico
continental  shelf area in the first half of 1999  should  more than  offset its
natural  production  declines  for the year from  that  area.  Spirit  Energy 76
expects new  projects  on the shelf in 1999 to  generate  the same amount of new
production as in 1998 with approximately one-third less capital investment.


Forward-looking  statements about reserves,  future  exploration and development
activities,  production rates and costs set forth above are based on assumptions
concerning   geological,   market,   competitive,   regulatory,   environmental,
operational and other considerations.  Actual results could differ materially as
a result of factors discussed in Unocal 's 1998 Annual Report on Form 10-K.



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:  July 9, 1999                        By:  /s/ JOE D. CECIL
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                                                Joe D. Cecil
                                                Vice President and Comptroller