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)        February 9, 2000
                                                        ------------------------



                               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)

    1
Item 5.      Other Events.
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Unocal Corporation  outlined its financial outlook and strategic  approaches for
2000 at its annual global company review for Wall Street  analysts and portfolio
managers.

The company said it expects  adjusted  per share  earnings of $1.40 to $1.50 for
2000 with a return on capital employed (ROCE) in the 8 to 9 percent range.

The  forecasts  for  earnings  and ROCE assume a worldwide  production  level of
528,000  barrels  of oil  equivalent  per day,  including  minority  and  equity
interests,  an average West Texas Intermediate price of $21.50 per barrel of oil
and a Henry Hub  natural  gas  price of $2.55  per  thousand  cubic  feet.  This
forecast also excludes  projected earnings of $12 million to $24 million for the
Unocal's agricultural products segment, which is expected to be sold in 2000.

The base case WTI price is significantly  below the current NYMEX quote, and the
company  said  it  expects   continued   volatility  in  2000,  making  accurate
forecasting difficult. Unocal's adjusted earnings will change 14 cents per share
for every $1 change in its average  worldwide price of oil and 7 cents per share
for every 10 cent change in the company's average Lower 48 natural gas price.

The  forecasts  also  reflects  certain  assumptions  on the success rate of the
overall exploration portfolio.  Unocal's earnings will change 11 cents per share
for  every  10-percent  change  in the  overall  success  rate of the  company's
exploration drilling program.

The company is committed to improving the corporate return on capital  employed.
The company  plans to do this by growing  profitable  production,  continuing to
attack its cost  structure,  and  significantly  increasing  the  percentage  of
development capital versus exploration capital

The company has kept its capital spending basically flat in 2000. The company is
forecasting capital expenditures of $1.2 billion to $1.3 billion.  This spending
level includes capital for consolidated subsidiaries.

Management's goal is to return free cash flow to the stockholders in the form of
cash dividends, debt reduction and possible share repurchases.

Forward-looking  statements regarding  forecasted  earnings,  cash flow, capital
expenditures,   commodity   prices,   return  on   capital,   depreciation   and
amortization,  expenses,  and expected drilling success in this filing are based
on  assumptions  concerning  operational,   geological,   market,   competitive,
regulatory, environmental, and other considerations. Actual results could differ
materially as a result of factors  discussed in Unocal  Corporation's  1998 Form
10-K report filed with the U.S. Securities and Exchange Commission.



  2


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:  Februrary 15, 2000                        By:  /s/ JOE D. CECIL
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                                                Joe D. Cecil
                                                Vice President and Comptroller