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)        September 29, 1999
                                                        ------------------------



                               UNOCAL CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)



    1-8483                                   95-3825062
- --------------------------------------------------------------------------------
(Commission File Number)                (I.R.S. Employer Identification No.)



2141 Rosecrans Avenue, Suite 4000, El Segundo, California         90245
- --------------------------------------------------------------------------------

(Address of Principal Executive Offices)                       (Zip Code)



                                 (310) 726-7600
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


Item 5.      Other Events.

         Unocal Corporation's Spirit Energy 76 business unit has participated in
an oil discovery on the K2 prospect in the Gulf of Mexico deepwater Green Canyon
562 block.  The K2 well was drilled in 3,900 feet of water about 180 miles south
of New Orleans.  Spirit Energy 76 holds a 50-percent  working  interest.  Conoco
Inc.  holds the other  50-percent  working  interest  and is the  operator.  The
companies  have decided to  temporarily  suspend the well and develop  plans for
appraisal of the  hydrocarbon  zone and  exploration  of the deeper  objectives.
Drilling is expected to resume in the spring of 2000.

         Spirit  Energy  76   temporarily   abandoned   its  deepwater   subsalt
exploration well on the Sumatra prospect in the deepwater Garden Bank 941 block.
The  Sumatra  well was drilled to a depth of 21,207 feet in water depth of 3,700
feet,  but  encountered  mechanical  difficulties  before  reaching  its primary
objective.  The company believes these difficulties can be overcome by utilizing
the larger  Discoverer Spirit drillship when it arrives next year. Spirit Energy
76 has a 100-percent working interest in Sumatra.

     Spirit Energy 76 expects to record pre-tax dry hole costs of  approximately
$15  million  in the  third  quarter  of  1999.  The dry  hole  charge  includes
write-offs of abandoned footage in various wells.

Forward-looking  statements and estimates  regarding  exploration and production
activities  and  expected  accounting  charges  in  this  filing  are  based  on
assumptions   concerning   market,   competitive,   regulatory,   environmental,
operational and other conditions and 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:  September 30, 1999                        By:  /s/ JOE D. CECIL
- -------------------------                       -------------------------------
                                                Joe D. Cecil
                                                Vice President and Comptroller