8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 23, 2005

	Unocal Corporation
	(Exact name of registrant as specified in its charter)
Delaware		1-8483	95-3825062
(State or other jurisdiction of incorporation)		(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)

Former name or former address, if changed since last report: N/A

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.14d-2(b))

Item 8.01 Other Events

On June 23, 2005, Unocal Corporation (“Unocal”) announced by press release that it has received a waiver from Chevron Corporation enabling Unocal to engage in discussions with CNOOC Limited and its representatives on a transaction proposed by CNOOC Limited, an affiliate of China National Offshore Oil Company. Copies of the press release and the waiver, each dated June 23, 2005, are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference into this Item 8.01.

Item 9.01	Financial Statements and Exhibits
Exhibit No.	Description
99.1	Press Release, dated June 23, 2005
99.2	Waiver Letter from Chevron Corporation, dated June 23, 2005

SIGNATURES

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
	By:	/s/ Bryan J. Pechersky
Date: June 24, 2005		Bryan J. Pechersky Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated June 23, 2005
99.2	Waiver Letter from Chevron Corporation, dated June 23, 2005

EX-99

Unocal

2141 Rosecrans Avenue, Suite 4000

El Segundo, California 90245

NEWS RELEASE

Contact:	Barry Lane (News Media)
	310-726-7731
	Robert Wright (Investors)
	310-726-7665

Unocal receives waiver enabling it to engage in discussions with CNOOC

El Segundo, Calif., June 23, 2005 - Unocal Corporation (NYSE: UCL) announced today that it has received a waiver from Chevron Corporation enabling Unocal to engage in discussions with CNOOC Limited and its representatives concerning a transaction proposed by CNOOC Limited at any time until the date of the Unocal stockholder vote on the proposed merger with Chevron.

The date of the Unocal stockholder meeting has not yet been set.

Unocal intends promptly to commence such discussions with CNOOC Limited. There can be no assurance that any agreement with CNOOC Limited will be reached. In connection with entering into the Chevron merger agreement, the Unocal board of directors recommended the transaction to Unocal stockholders. That recommendation remains in effect.

About Unocal Corporation

Unocal is one of the world's leading independent natural gas and crude oil exploration and production companies. The company's principal oil and gas activities are in North America and Asia.

* * * * *

Additional Information for Investors

Chevron has filed a preliminary Form S-4, Unocal will file a proxy statement and both companies will file other relevant documents concerning the proposed merger transaction with Chevron with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE FORM S-4, PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You may obtain the documents free of charge at the Web site maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Chevron free of charge by contacting Chevron Comptroller's Department, 6001 Bollinger Canyon Road - A3201, San Ramon, CA 94583-2324. You may obtain documents filed with the SEC by Unocal free of

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charge by contacting Unocal Stockholder Services at (800) 252-2233, 2141 Rosecrans Avenue, Suite 4000, El Segundo, CA 90245.

Chevron, Unocal and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from Unocal's stock-holders in connection with the proposed Chevron merger. Information about the directors and executive officers of Chevron and their ownership of Chevron stock is set forth in the proxy statement for Chevron's 2005 Annual Meeting of Stockholders. Information about the directors and executive officers of Unocal and their ownership of Unocal stock is set forth in the proxy statement for Unocal's 2005 Annual Meeting of Stockholders. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement for the merger.

Investors should read the Form S-4 and proxy statement carefully before making any voting or investment decisions.

Cautionary Information Regarding Forward-Looking Statements

Except for the historical and factual information contained herein, the matters set forth herein, including statements as to the proposed merger transaction with Chevron, the CNOOC proposal and other statements identified by words such as "estimates," "expects," "projects," "plans," and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including uncertainties as a result of the CNOOC proposal and other risk factors as detailed from time to time in Unocal's reports filed or furnished with the SEC, including Unocal's most recent Annual Report on Form 10-K. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, Unocal undertakes no obligation to update publicly any forward-looking statements herein, whether as a result of new information, future events or otherwise.

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EX-99

Stephen J. Crowe	Chevron Corporation
Vice President and	6001 Bollinger Canyon Road
Chief Financial Officer	San Ramon, CA 94583-2324
	Tel 925 842 3237
	Fax 925 842 6047

June 23, 2005

Via Facsimile

Unocal Corporation

2141 Rosecrans Avenue, Suite 4000

El Segundo, California 90245

Attention:	Mr. Samuel H. Gillespie, III
	Senior Vice President, Chief Legal Officer & General Counsel/Law

Reference is hereby made to the Agreement and Plan of Merger, dated as of April 4, 2005, by and among Unocal Corporation (the "COMPANY") Chevron Corporation (formerly Chevron Texaco Corporation) and Blue Merger Sub Inc. (the "MERGER AGREEMENT"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

Section 7.9(a) of the Merger Agreement provides that the Company may furnish information and access to any Person making an unsolicited Acquisition Proposal and participate in discussions and negotiate with such Person concerning such unsolicited Acquisition Proposal if, in any such case, pursuant to subclause (i) of the third sentence of Section 7.9(a), the Board makes certain findings and conclusions. From and after the date hereof and until the date of the Company's shareholder vote with respect to the Merger Agreement, we hereby irrevocably waive the Company's compliance with the provisions of subclause (i) of Section 7.9(a) in respect of CNOOC Limited and its representatives.

For the avoidance of doubt, nothing in this letter agreement shall relieve the Company of the obligation to comply with the other provisions of the Merger Agreement, including the other provisions of Section 7.9.

Very truly yours,

CHEVRON CORPORATION

/S/ Stephen J. Crowe

------------------------------------

STEPHEN J. CROWE

Vice President and Chief Financial Officer

BLUE MERGER SUB INC.

/S/ Stephen J. Crowe

------------------------------------

STEPHEN J. CROWE

Vice President, Secretary and Treasurer

cc: Mr. Daniel A. Neff, Wachtell, Lipton, Rosen & Katz