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)  May 30, 1997
                                                    --------------



                               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.



On May 30, 1997 the following news release was issued:


                       UNOCAL UNIT COMPLETES TENDER OFFER;
                    PURCHASES $507 MILLION OF DEBT SECURITIES
                    -----------------------------------------


         El Segundo,  Calif., May 30, 1997 -- Unocal Corporation today announced
the purchase by its Union Oil Company of California  subsidiary of approximately
$507 million in aggregate  principal amount, or over 72 percent, of three of its
outstanding issues of debt securities.

         The $507 million in  principal  carried a weighted  interest  coupon of
9.27 percent, which yields an annual savings of approximately $47 million.

         The purchases  were made pursuant to Union Oil's  previously  announced
tender  offer to  purchase  up to $700  million  of debt  securities.  The offer
expired May 22.

         Together  with  other  debt  repayments,  the  purchases  substantially
completed the company's program to reduce outstanding debt by $800 million,  and
were made with  proceeds  from the March sale of Unocal's  West Coast  refining,
marketing and transportation assets.

         The  debt   securities   were  purchased  for  an  aggregate  price  of
approximately  $555 million,  including a pre-tax premium of  approximately  $48
million over their aggregate carrying value. The premium,  together with related
costs,  will be recorded as an  extraordinary  charge to Unocal's second quarter
earnings.

         Unocal Corporation is the world's largest  independent  exploration and
production company with reserves of more than 9.8 trillion cubic feet of natural
gas equivalent  (1.6 billion  barrels of oil  equivalent)  and major oil and gas
production activities in Asia and the U.S. Gulf of Mexico.

         News  releases and other company information  are available at Unocal's
website, http://www.unocal.com.



                                       1






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:  June 3, 1997             By: /s/ JOSEPH A. HOUSEHOLDER
                                -----------------------------
                                   Joseph A. Householder
                                   Vice President, Tax and Comptroller




                                       2