UNIONBANCAL CORP
8-K, 2000-06-16
NATIONAL COMMERCIAL BANKS
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                     U.S. 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


                                 JUNE 15, 2000
                ------------------------------------------------
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)


                                    0-28118
                             ----------------------
                             COMMISSION FILE NUMBER


                             UNIONBANCAL CORPORATION
                        --------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                   CALIFORNIA
                                   ----------
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)


                                   94-1234979
                              ---------------------
                     (I.R.S. EMPLOYER IDENTIFICATION NUMBER)


                              400 California Street
                          San Francisco, CA 94104-1476
                               Tel. (415) 765-2969
                  --------------------------------------------
                 (ADDRESS AND PHONE NUMBER OF PRINCIPAL OFFICES)


                                      NONE
                        --------------------------------
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


<PAGE>


ITEM 5.  OTHER EVENTS.

On June 15, 2000,  UnionBanCal  Corporation  issued a press  release  concerning
estimated  operating  earnings  for  second  quarter  2000,  a copy of  which is
included as Exhibit 99.1.

This press release  includes  forward-looking  statements that involve  inherent
risks and  uncertainties.  A number of  important  factors  could  cause  actual
results to differ materially from those in the forward-looking statements. Those
factors  include  fluctuations in interest rates,  government  regulations,  and
economic  conditions  and  competition in geographic and business areas in which
the Corporation conducts its operations.  For additional  information  regarding
UnionBanCal Corporation,  including a discussion of related risk factors, please
refer to the  Corporation's  public  filings  with the  Securities  and Exchange
Commission   which  are  available  by  calling  (415)  765-2969  or  online  at
http://www.sec.gov.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibit is filed herewith:

Exhibit No.          Description of Exhibit
-----------          ----------------------

   99.1              Text of press release dated June 15, 2000 with respect
                     to revising operating earnings estimate for second
                     quarter 2000

<PAGE>


                            SIGNATURES
                            ==========

     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
                                       (Registrant)



DATED:  June 16, 2000         BY:  /s/ DAVID I. MATSON
                                  --------------------------
                                       David I. Matson
                                       Executive Vice President and
                                       Chief Financial Officer



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