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)    June 3, 1998
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                               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)



Item 5.           Other Events.

On June 3, 1998 the following news release was issued:

                      Unocal reviews restructuring options
                      for non-E&P operating business units
                      ------------------------------------

         El Segundo,  Calif., June 3, 1998 - Unocal Corporation today said it is
reviewing various possible  restructuring  options for the company's Diversified
Business Group, which includes certain  non-exploration  and production business
units. The move is part of a continuing  transformation  of Unocal into a global
energy resource and project development company that is focused on the U.S. Gulf
of Mexico region, Central and Southeast Asia, Latin America and other areas.

         "With this new direction for Unocal,  the company and the  stockholders
would benefit by focusing our  management  and capital on our core  businesses -
oil  and  gas  exploration,   project   development  and  other   energy-related
opportunities,"  said  Roger C.  Beach,  Unocal  chairman  and  chief  executive
officer.  "The  restructuring  would be timely  because of the resurgence in our
Spirit Energy 76 activities in the U.S. and our growing international portfolio,
which  provide  the  best  opportunities  to  create  value  for  the  company's
stockholders."

         The company has  engaged a  financial  advisor to review  restructuring
options  for  Unocal's  agricultural  products  business  unit.  Unocal  is also
evaluating  options  for its  carbon and  minerals  business  unit and  pipeline
operations.

         "We are committed to realizing  full value for these  non-E&P  assets,"
Beach said. "Each of these businesses is highly attractive and profitable. While
they don't fit into Unocal's  long-term growth plans, we believe that they offer
opportunities for growth under some other ownership structure."

         Beach said the company will  evaluate  options such as outright  sales,
joint  ventures,   initial  public  offerings   (IPOs),  or  spin-offs  for  the
Diversified  Business  Group 



units. Certain other non-E&P assets, including geothermal energy operations, are
not part of the restructuring evaluation.

         Unocal's   agricultural   products   unit   manufactures   and  markets
nitrogen-based  fertilizers.   The  company  has  urea  and  ammonia  fertilizer
manufacturing  plants  in  Kenai,  Alaska.  In  addition,  the unit has  ammonia
production  in Finley,  Wash.,  and product  upgrading  facilities in Kennewick,
Wash., and West Sacramento, Calif.

         Unocal's carbon and minerals  business includes  Molycorp,  Inc., which
produces lanthanide products at Mountain Pass, Calif., and molybdenum at Questa,
N.M., and has a 44.82 percent ownership  interest in a major niobium producer in
Brazil. In addition,  carbon and minerals  includes  production and marketing of
petroleum coke and graphites.

         Forward-looking   statements   in  this  news   release  are  based  on
assumptions about value, market,  competitive,  regulatory,  operating and other
considerations. Actual results could differ materially.

         For more  information  about Unocal and its activities,  visit Unocal's
web site at www.unocal.com.

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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 4, 1998                     By:  /s/  JOE D. CECIL
- ---------------------                     ---------------------------
                                              Joe D. Cecil
                                              Vice President and Comptroller

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