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)        December 7, 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 December 7, 1998, the Bylaws of Unocal  Corporation  and Union Oil Company of
California  were amended to increase the authorized  number of directors of each
corporation to 11.

Effective December 7, 1998, there were elected to the board of directors of each
corporation  James W.  Crownover,  who will complete his career as a director of
McKinsey & Company,  Inc., at the end of 1998, and Donald B. Rice, president and
chief executive officer of UroGenesys, Inc.

Two of the  current  directors,  Malcolm R. Currie and  Charles R.  Weaver,  are
expected to retire from the board in 1999 when their current terms expire.

Mr.  Crownover  joined  McKinsey & Company in 1968.  He has been a leader of the
firm's energy  practice  through much of his career,  focusing on the petroleum,
gas/electric,  and service sectors,  and covering the firm's  development of its
North American,  European, and Asian energy positions. Based in Houston, he also
headed  McKinsey's Texas practice for many years and was elected to serve on the
firm's board of directors for the past seven years.

Mr.  Crownover  holds a  bachelor  of arts and a bachelor  of science  degree in
chemical engineering from Rice University and an MBA from Stanford University.

Dr. Rice co-founded  UroGenesys,  a  bio-pharmaceutical  company focusing on the
treatment of prostate  cancer,  in 1996. He  previously  was president and chief
operating officer of Teledyne, Inc.

He  served as  Secretary  of the Air  Force in the Bush  Administration  after a
17-year stint as president and chief executive  officer of the RAND Corporation.
He earlier served in the U.S. Defense  Department as deputy assistant  secretary
for resource analysis and director of cost analysis.

Dr. Rice  serves as a director  of Wells  Fargo & Company  and Vulcan  Materials
Company,  and as non-executive  chairman of the board of Scios,  Inc. He holds a
B.S. in chemical  engineering  from the  University of Notre Dame and an M.S. in
industrial management and a Ph.D. in economics from Purdue University.

Item 7.           Financial Statements and Exhibits.

                  (c)      Exhibits

                   3       Bylaws of Unocal Corporation,  as amended December 7,
                           1998, and currently in effect.
                  99       Bylaws of Union Oil Company,  as amended  December 7,
                           1998, and currently in effect.




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:  December 21, 1998            By:   /s/ JOE D. CECIL
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                                              Joe D. Cecil
                                              Vice President and Comptroller







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