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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): DECEMBER 7, 1998
UNIONBANCAL CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-28118 94-1234979
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
350 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 765-2969
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ITEM 5. OTHER EVENTS
This Current Report on Form 8-K amends the registration statements
of UnionBanCal Corporation ("UNBC") noted below (the "Registration
Statements"), in accordance with rule 416(b) promulgated under the Securities
Act of 1933, as amended, to reflect an increase in the number of shares of
common stock of UNBC (the "Common Stock") covered by such Registration
Statements as a result of a 3-for-1 split of the Common Stock, payable on
December 21, 1998 to shareholders of record on December 7, 1998. UNBC
previously paid registration fees with each of the original filings of the
Registration Statements. Accordingly, no registration fees are required.
1. Registration Statement on Form S-8 (File No. 333-27987), relating to
the UnionBanCal Corporation Management Stock Plan, is hereby amended
to cover 5,665,146 shares of Common Stock.
2. Registration Statement on Form S-8 (File No. 33-3-3044), relating to
the UnionBanCal Corporation Management Stock Plan, is hereby amended
to cover 934,854 shares of Common Stock.
3. Registration Statement on Form S-8 (File No. 33-3-3042), relating to
the Union Bank of California, N.A. 401(k) Plan and Trust, is hereby
amended to cover 750,000 shares of Common Stock.
4. Registration Statement on Form S-3 (File No. 33-3-3040), relating to
the UnionBanCal Corporation Common Stock Dividend Reinvestment and
Stock Purchase Plan, is hereby amended to cover 600,000 shares of
Common Stock.
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SIGNATURE
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 hereunto duly authorized.
UNIONBANCAL CORPORATION
Date: December 8, 1998 By: /s/ MORRIS W. HIRSCH
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Morris W. Hirsch
SENIOR VICE PRESIDENT
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