POS AM

As filed with the Securities and Exchange Commission on August 10, 2005

Registration Nos. 333-103097, 333-103097-01 and 333-103097-02

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-3

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

UNOCAL	UNION OIL COMPANY	UNOCAL CAPITAL
CORPORATION	OF CALIFORNIA	TRUST II
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
Delaware	California	Delaware
(State or other jurisdiction of incorporation or	(State or other jurisdiction of incorporation or	(State or other jurisdiction of incorporation or
organization)	organization)	organization)
20-2659678	95-1315450	TO BE APPLIED FOR
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
	c/o Unocal Corporation	c/o Unocal Corporation
6001 Bollinger Canyon Road	6001 Bollinger Canyon Road	6001 Bollinger Canyon Road
San Ramon, CA 94583	San Ramon, CA 94583	San Ramon, CA 94583
(925) 842-1000	(925) 842-1000	(925) 842-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
		c/o Unocal Corporation
Kimberley C. Schafer	Kimberley C. Schafer	Kimberley C. Schafer
Assistant Corporate Secretary	Assistant Corporate Secretary	Assistant Corporate Secretary
6001 Bollinger Canyon Road	6001 Bollinger Canyon Road	6001 Bollinger Canyon Road
San Ramon, CA 94583	San Ramon, CA 94583	San Ramon, CA 94583
(Name, address, including zip code, and telephone	(Name, address, including zip code, and telephone	(Name, address, including zip code, and telephone
number, including area code, of agent for service)	number, including area code, of agent for service)	number, including area code, of agent for service)

Copies to:

Ruth Modisette, Esq.
David M. Koeninger, Esq.
Pillsbury Winthrop Shaw Pittman LLP
50 Fremont Street
San Francisco, California 94105

TERMINATION OF REGISTRATION

     This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3, Registration Nos. 333-103097, 333-103097-01 and 333-103097-02, filed on February 11, 2003, pertaining to (a) Debt Securities of Union Oil Company of California, (b) Common Stock of Unocal Corporation, (c) Preferred Stock of Unocal Corporation, (d) Warrants to Purchase Union Oil Company of California Debt Securities, Unocal Corporation Common Stock or Unocal Corporation Preferred Stock, (e) Guarantees of the Union Oil Company of California Debt Securities by Unocal Corporation, (f) Stock Purchase Contracts and Stock Purchase Units of Unocal Corporation, (g) Trust Preferred Securities of Unocal Capital Trust II and (h) Guaranties of the Trust Preferred Securities of Unocal Capital Trust II by Unocal Corporation. This Registration Statement also relates to Registration Nos. 333-58415, 333-58415-01, 333-58415-02, 33-54861, 33-54861-01, 33-38505, 33-38505-01, 33-21825, 33-21825-01, 33-01924 and 33-01924-01 (collectively, the “Related Registration Statements”) pursuant to Rule 429 under the Securities Act of 1933.

     The undersigned Registrants hereby remove and withdraw from registration all securities registered pursuant to this Registration Statement and the Related Registration Statements which remain unissued.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, each of the Registrants has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, State of California, on August 10, 2005.

UNOCAL CORPORATION
By:	/s/ KIMBERLEY C. SCHAFER
	Kimberley C. Schafer Assistant Corporate Secretary
UNION OIL COMPANY OF CALIFORNIA
By:	/s/ KIMBERLEY C. SCHAFER
	Kimberley C. Schafer Assistant Corporate Secretary
UNOCAL CAPITAL TRUST II
By:	/s/ DARRELL D. CHESSUM*
By:	/s/ DANIEL A. FRANCHI*
By:	/s/ RICHARD L. WALTON*
* By:	/s/ KIMBERLEY C. SCHAFER
	Kimberley C. Schafer Attorney-in-Fact

EXHIBIT INDEX

Exhibit	Description
24.1-24.3*	Powers of Attorney for Regular Trustees of Unocal Capital Trust II, authorizing the signing of this Post-Effective Amendment on Form S-3 on their behalf.

* Filed herewith

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     WHEREAS, Unocal Capital Trust II, a Delaware statutory trust (the “Trust”) contemplates filing with the Securities and Exchange Commission (the “SEC”) at Washington, D.C., under the Securities Act of 1933, as amended, and the regulations promulgated thereunder, post-effective amendments to Registration Statements previously filed on Form S-3 for the purpose of withdrawing any unsold securities from registration with the SEC (the “Post-Effective Amendments”); and

     WHEREAS, the Trust further contemplates filing with the SEC at Washington, D.C., under the Securities Act of 1933, as amended, and the regulations promulgated thereunder, a Form 15 for the purpose of suspending the Trust’s reporting obligations under the Securities Exchange Act of 1934, as amended (the “Form 15”); and

     WHEREAS, the undersigned is a trustee of the Trust;

     NOW, THEREFORE, effective as of the effective time of the merger of Unocal Corporation (“Unocal”), with and into Blue Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of Chevron Corporation (“Chevron”), pursuant to the Agreement and Plan of Merger, dated April 4, 2005, as amended, by and among Chevron, Unocal and Merger Sub, the undersigned hereby constitutes and appoints KIMBERLEY C. SCHAFER, LYDIA I. BEEBE, CHRISTOPHER A. BUTNER, PATRICIA LOVETT TAI, or any one of them, his or her attorneys-in-fact and agents, with full power of substitution and re-substitution, for such person and in his or her name, place and stead, in any and all capacities, to sign the aforementioned Post-Effective Amendments and Form 15 (and any and all other filings with the SEC necessary to cause the termination of such Registration Statements and the withdrawal of the Trust’s registered securities) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 8th day of August, 2005.

By:	/s/ DARRELL D. CHESSUM
	Darrell D. Chessum

EX-24.2

EXHIBIT 24.2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     WHEREAS, Unocal Capital Trust, a Delaware statutory trust (the “Trust”) contemplates filing with the Securities and Exchange Commission (the “SEC”) at Washington, D.C., under the Securities Act of 1933, as amended, and the regulations promulgated thereunder, post-effective amendments to Registration Statements previously filed on Form S-4 for the purpose of withdrawing any unsold securities from registration with the SEC (the “Post-Effective Amendments”); and

     WHEREAS, the Trust further contemplates filing with the SEC at Washington, D.C., under the Securities Act of 1933, as amended, and the regulations promulgated thereunder, a Form 15 for the purpose of suspending the Trust’s reporting obligations under the Securities Exchange Act of 1934, as amended (the “Form 15”); and

     WHEREAS, the undersigned is a trustee of the Trust;

     NOW, THEREFORE, effective as of the effective time of the merger of Unocal Corporation (“Unocal”), with and into Blue Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of Chevron Corporation (“Chevron”), pursuant to the Agreement and Plan of Merger, dated April 4, 2005, as amended, by and among Chevron, Unocal and Merger Sub, the undersigned hereby constitutes and appoints KIMBERLEY C. SCHAFER, LYDIA I. BEEBE, CHRISTOPHER A. BUTNER, PATRICIA LOVETT TAI, or any one of them, his or her attorneys-in-fact and agents, with full power of substitution and re-substitution, for such person and in his or her name, place and stead, in any and all capacities, to sign the aforementioned Post-Effective Amendments and Form 15 (and any and all other filings with the SEC necessary to cause the termination of such Registration Statements and the withdrawal of the Trust’s registered securities) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 8th day of August, 2005.

By:	/s/ DANIEL A. FRANCHI
	Daniel A. Franchi

EX-24.3

EXHIBIT 24.3

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     WHEREAS, Unocal Capital Trust II, a Delaware statutory trust (the “Trust”) contemplates filing with the Securities and Exchange Commission (the “SEC”) at Washington, D.C., under the Securities Act of 1933, as amended, and the regulations promulgated thereunder, post-effective amendments to Registration Statements previously filed on Form S-3 for the purpose of withdrawing any unsold securities from registration with the SEC (the “Post-Effective Amendments”); and

     WHEREAS, the Trust further contemplates filing with the SEC at Washington, D.C., under the Securities Act of 1933, as amended, and the regulations promulgated thereunder, a Form 15 for the purpose of suspending the Trust’s reporting obligations under the Securities Exchange Act of 1934, as amended (the “Form 15”); and

     WHEREAS, the undersigned is a trustee of the Trust;

     NOW, THEREFORE, effective as of the effective time of the merger of Unocal Corporation (“Unocal”), with and into Blue Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of Chevron Corporation (“Chevron”), pursuant to the Agreement and Plan of Merger, dated April 4, 2005, as amended, by and among Chevron, Unocal and Merger Sub, the undersigned hereby constitutes and appoints KIMBERLEY C. SCHAFER, LYDIA I. BEEBE, CHRISTOPHER A. BUTNER, PATRICIA LOVETT TAI, or any one of them, his or her attorneys-in-fact and agents, with full power of substitution and re-substitution, for such person and in his or her name, place and stead, in any and all capacities, to sign the aforementioned Post-Effective Amendments and Form 15 (and any and all other filings with the SEC necessary to cause the termination of such Registration Statements and the withdrawal of the Trust’s registered securities) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 8th day of August, 2005.

By:	/s/ RICHARD L. WALTON
	Richard L. Walton