SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[X] ANNUAL report pursuant to Section 15(d) of the Securities Exchange
ACT OF 1934 (Fee required)
For the fiscal year ended December 31, 1995
-----------------
Or
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required)
For the transition period from to
----------------- --------------
Commission file number 1-8483
--------------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
UNOCAL SAVINGS PLAN
- ------------------------------------------------------------------------------
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office:
Unocal Corporation
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
- -------------------------------------------------------------------------------
<PAGE>
INDEX TO FINANCIAL STATEMENTS OF THE UNOCAL SAVINGS PLAN
The following financial statements reflect the status of the Unocal
Savings Plan as of December 31, 1995 and 1994, and the results of its
transactions for each of the years then ended.
Page Number
-----------
Statements included herein:
Report of Independent Accountants..........................................2
Statements of Net Assets Available for Benefits
with Fund Information ..................................................3-4
Statements of Changes in Net Assets Available
for Benefits with Fund Information.....................................5-6
Notes to Financial Statements...........................................7-10
Item 27(a) - Schedule of Assets Held for Investment Purposes..............12
Item 27(d) - Schedule of Reportable Transactions..........................13
Exhibit Index ............................................................14
Schedules I, II and III are omitted because the subject matter did not
exist or the required information is given in the financial statements or notes
to financial statements.
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Unocal Savings Plan/ESOP Committee:
We have audited the accompanying statements of net assets available for
benefits of the Unocal Savings Plan (the "Plan") as of December 31, 1995 and
1994, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the years then ended, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statements of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
COOPERS & LYBRAND L. L. P.
July 10, 1996
Los Angeles, California
2
<PAGE>
Unocal Savings Plan
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1995
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
------------------ ------------------------------------------------------------------
Unocal Low
Common S&P 500 George Putnam Volatility Money
Stock Index Fund Fund of Boston Trust Fund Market Fund
------------------ ------------------------------------------------------------------
Assets
Investments at fair value
(Note 2)
<S> <C> <C> <C> <C> <C>
Unocal Common Stock ..................... $245,373,554 $ -- $ -- $ -- $ --
Shares of registered
investment companies:
S&P 500 Index Fund .................. -- 16,019,842 -- -- --
George Putnam Fund of Boston ........ -- -- 12,482,262 -- --
Low Volatility Trust ................ -- -- -- 2,030,022 --
Money Market Fund ................... -- -- -- -- 2,883,987
Participant notes receivable ........ -- -- -- -- --
----------- ------------ ------------ ------------ ----------
Total investments ................. 245,373,554 16,019,842 12,482,262 2,030,022 2,883,987
Cash .......................................... -- -- -- -- --
Receivables
Company contributions ..................... 3,834 -- -- -- --
Participant contributions ................. -- -- -- -- --
------------ ------------ ------------ --------- ---------
Total Assets ......................... 245,377,388 16,019,842 12,482,262 2,030,022 2,883,987
Liabilities
Amounts due to Plan Sponsor ................ 336,098 -- -- -- --
------------ ------------ ------------ ----------------------------
Total liabilities ....................... 336,098 -- -- -- --
Net assets available for benefits ............. $245,041,290 $ 16,019,842 $ 12,482,262 $ 2,030,022 $ 2,883,987
============ ============ ============ ============ ============
</TABLE>
<TABLE>
Participant Directed
-------------------------------
Unocal Common Other Total
Stock
------------ ------------ ------------
Assets
Investments at fair value
(Note 2)
<S> <C> <C> <C>
Unocal Common Stock .................................. $154,737,626 $ -- $400,111,180
Shares of registered
investment companies:
S&P 500 Index Fund ............................... -- -- 16,019,842
George Putnam Fund of Boston ..................... -- -- 12,482,262
Low Volatility Trust ............................. -- -- 2,030,022
Money Market Fund ................................ -- -- 2,883,987
Participant notes receivable ..................... -- 13,181,171 13,181,171
------------ ------------ ------------
Total investments .............................. 154,737,626 13,181,171 446,708,464
Cash ....................................................... 86,912 -- 86,912
Receivables
Company contributions .................................. -- -- 3,834
Participant contributions .............................. 6,391 -- 6,391
------------ ------------ ------------
Total Assets ...................................... 154,830,929 13,181,171 446,805,601
Liabilities
Amounts due to Plan Sponsor ............................. -- -- 336,098
------------ ------------ ------------
Total liabilities .................................... -- -- 336,098
Net assets available for benefits .......................... $154,830,929 $ 13,181,171 $446,469,503
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
Unocal Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1994
Non-Participant
Directed
---------------
Unocal
Common
Stock
---------------
Assets
Investments at fair value (Note 2)
Unocal Corporation Common Stock ..................... $365,647,422
Participant notes receivable ........................ 9,411,407
------------
Total Investments ................................ 375,058,829
Cash ...................................................... 1,114,239
Receivables - company contributions ....................... 1,670,776
------------
2,785,015
Total Assets ..................................... 377,843,844
Liabilities
Amounts payable for shares purchased
& withdrawals of cash ................................ 1,114,988
------------
Total liabilities ................................... 1,114,988
Net assets available for benefits ......................... $376,728,856
============
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
Unocal Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Non-
Participant
Directed Participant Directed
---------- ----------------------------------------------------------------
Unocal Low
Common S&P 500 George Putnam Volatility Money
Stock Index Fund Fund of Boston Trust Fund Market Fund
---------- ----------------------------------------------------------------
Additions to net assets attributed to:
Investment income
Net appreciation in fair value
<S> <C> <C> <C> <C> <C>
of investments ........................... $ 16,053,836 $ 1,999,390 $ 1,405,771 $ 98,460 $ 75,366
Interest .................................... -- 160,118 130,180 21,864 16,562
Dividends ................................... 6,562,474 -- -- --
------------ ------------ ------------ ------------ ------------
Total investment income ................... 22,616,310 2,159,508 1,535,951 120,324 91,928
Contributions
Participant ..................................... -- 9,076,526 7,791,481 1,558,307 1,419,892
Company ......................................... 24,176,012 -- -- --
------------ ------------ ------------ ------------ ------------
Total contributions .......................... 24,176,012 9,076,526 7,791,481 1,558,307 1,419,892
Total additions ........................... 46,792,322 11,236,034 9,327,432 1,678,631 1,511,820
Deductions from net assets attributed to:
Participants withdrawals & distributions ........ 19,529,848 288,593 196,401 57,342 180,951
Trustee fees and other expenses ................. 81 2,838 2,302 341 563
------------ ------------ ------------ ------------ ------------
Total deductions ............................. 19,529,929 291,431 198,703 57,683 181,514
Net increase prior to interfund transfers .......... 27,262,393 10,944,603 9,128,729 1,620,948 1,330,306
Interfund transfers ................................ -- 5,075,239 3,353,533 409,074 1,553,681
------------ ------------ ------------ ------------ ------------
Net increase .............................. 27,262,393 16,019,842 12,482,262 2,030,022 2,883,987
Net assets available for benefits:
Beginning of year ............................... 217,778,897 -- -- --
------------ ------------ ------------ ------------ ------------
End of year ..................................... $245,041,290 $ 16,019,842 $ 12,482,262 $ 2,030,022 $ 2,883,987
============ ============ ============ ============ ============
</TABLE>
<TABLE>
Participant
Directed
---------------------------------------
Unocal
Common
Stock Other Total
------------------- ------------------ ------------------
Additions to net assets attributed to:
Investment income
Net appreciation in fair value
<S> <C> <C> <C>
of investments ....................................... $ 10,634,654 $ -- $ 30,267,477
Interest ................................................ 376,373 -- 705,097
Dividends ............................................... 4,394,120 -- 10,956,594
------------- ------------- -------------
Total investment income ............................... 15,405,147 -- 41,929,168
Contributions
Participant ................................................. 15,334,294 -- 35,180,500
Company ..................................................... -- -- 24,176,012
------------- ------------- -------------
Total contributions ...................................... 15,334,294 -- 59,356,512
Total additions ....................................... 30,739,441 -- 101,285,680
Deductions from net assets attributed to:
Participants withdrawals & distributions .................... 10,964,348 283,420 31,500,903
Trustee fees and other expenses ............................. 38,005 -- 44,130
------------- ------------- -------------
Total deductions ......................................... 11,002,353 283,420 31,545,033
Net increase prior to interfund transfers ...................... 19,737,088 (283,420) 69,740,647
Interfund transfers ............................................ (14,444,711) 4,053,184
------------- ------------- -------------
Net increase .......................................... 5,292,377 3,769,764 69,740,647
Net assets available for benefits:
Beginning of year ........................................... 149,538,552 9,411,407 376,728,856
------------- ------------- -------------
End of year ................................................. $ 154,830,929 $ 13,181,171 $ 446,469,503
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
Unocal Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1994
Non-Participant
Directed
-----------------
Unocal
Common
Stock
-----------------
Additions to net assets attributed to:
Investment income
Net appreciation in fair value
of investments ................................. $ (7,397,065)
Interest .............................................. 589,594
Dividends ............................................. 10,175,926
-------------
Total investment income ............................ 3,368,455
Contributions
Participant ........................................... 30,693,968
Company ............................................... 22,749,401
-------------
Total contributions ................................ 53,443,369
Total additions ................................. 56,811,824
Deductions from net assets attributed to:
Participants withdrawals & distributions .............. 39,063,699
Trustee fees and other expenses ....................... 109,866
-------------
Total deductions ................................... 39,173,565
Net increase .................................... 17,638,259
Net assets available for benefits:
Beginning of year ..................................... 359,090,597
-------------
End of year ........................................... $ 376,728,856
=============
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
UNOCAL SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
General
- -------
The Unocal Savings Plan (the "Plan") provides for Union Oil Company of
California d.b.a. Unocal (the "company") contributions and for voluntary
contributions by participants. Effective January 1, 1995, Putnam Fiduciary Trust
Company became the trustee ("Trustee") of the Plan and invests funds contributed
by the company and participants to the Plan. All company contributions were
invested in common stock of Unocal Corporation and participant contributions
were invested at the discretion of the participants in a range of investment
fund options. During 1994, the funds contributed were invested by Bank of
America as trustee in common stock of Unocal Corporation. During 1995 and 1994,
all shares remained with the Trustee or Bank of America until delivered to
participants upon request for withdrawal or after termination of employment. The
Plan is subject to certain provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA") as a defined contribution plan.
The Savings Plan - Investment Opportunities brochure dated April 1996 and
the Unocal Savings Plan Preview dated February 1996 constitute part of a
prospectus covering securities that have been registered under the Securities
Act of 1933. The April 1996 brochure replaces the Savings Plan - New Investment
Opportunities brochure dated January 1, 1995. The April 1996 brochure and the
Savings Plan brochure dated March 1995 are addendums to the Unocal Profit
Sharing Plan Summary Plan Description booklet dated July 1, 1990. Other
information about the Plan can be found in the Summary Plan Description booklet
and the subsequent brochures described above.
Contributions
- -------------
PARTICIPANT CONTRIBUTIONS -- Voluntary participant contributions can be all
pre-tax, all after-tax, or a combination of both. However, a participant's total
annual contribution must not exceed 15 percent of the participant's annual base
pay. The pre-tax contributions are also known as 401(k) contributions. A
participant's pre-tax contribution shall not exceed the maximum dollar amount
allowed by law.
COMPANY MATCHING CONTRIBUTIONS -- The company matches employee pre-tax 401(k)
contributions on a dollar for dollar basis, up to six percent of the
contributing participant's base pay.
At its discretion, the company directs the Trustee to purchase shares
attributable to company matching contributions either on the open market or by
private purchases directly from the company.
Participant Accounts
- --------------------
Each participant's account is credited with the participant's contributions
and the respective net investment earnings or losses of the individual funds as
governed by the participant's investment selection.
Vesting
- -------
Participants are always 100 percent vested in participant contributions and
the investment earnings on those contributions. Vesting in the company
contributions portion of participant's accounts plus earnings thereon is based
on years of continuous service. A participant is 100 percent vested after five
years of credited service.
Payment of Benefits
- -------------------
On termination of employment or at which time participants become eligible
to receive benefits, participants may elect to receive either a lump-sum amount
equal to the value of their account or deferral of any distribution until a
later date, but not beyond age 70-1/2. If a participant continues to work
7
<PAGE>
UNOCAL SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN (continued)
past age 70-1/2, distributions of a portion of the participant's account balance
is required from time to time.
Loans
- -----
All employees who are participants of the Plan and have a sufficient balance
in their Employee pre-tax contributions account are eligible to apply for a
loan. Members borrow against their own pre-tax account balance and all payments
of principal and interest are credited back to their account. Loan types
available are "any reason" (except investment in registered securities); "home
purchase" (for purchase of a primary residence only); and loans "forced" by a
hardship withdrawal request. Repayment periods range from 1 to 15 years
depending on the type of loan. The Unocal Savings Plan Loan and Hardship
Withdrawal Committee determines the interest rate for loans based on appropriate
market rates and applicable federal regulations.
Investment Program
- ------------------
All contributions are held in trust and invested by the Trustee in
accordance with the option or options elected by the participant. A
participant's account may be invested in any one or more or all of the following
funds administrated by the Trustee:
UNOCAL CORPORATION COMMON STOCK - Monies are used to purchase shares of Unocal
Corporation common stock. Existing company contribution balances and future
company contributions will continue to be invested in Unocal Corporation common
stock only.
PUTNAM S&P 500 - This fund invests in a large variety of publicly traded common
stock. The fund is designed to mirror the performance and composition of the
Standard & Poor's 500 index.
THE GEORGE PUTNAM FUND OF BOSTON - The monies in this fund are invested in a
diversified group of stocks and bonds.
PUTNAM LOW VOLATILITY TRUST FUND - Monies are invested mainly in U.S. government
debt securities.
PUTNAM MONEY MARKET FUND - Investments are made in a diversified portfolio of
high-quality money market instruments with an average maturity of less than 90
days.
During 1995, participants had the option to direct up to 50 percent of
pre-tax contribution account balances existing prior to January 1, 1995 into any
of the five investment choices, and beginning in 1996, up to 100 percent of a
participant's pre-tax contribution account balances existing prior to January 1,
1995 can be transferred into the alternative investments.
Effective April 1, 1996, the following investment funds were added to the
Plan:
PUTNAM NEW OPPORTUNITIES FUND - Investments are primarily in common stock of
companies within certain emerging industry groups that offer above average
potential for growth.
PUTNAM VOYAGER FUND - Investments are in a combination of stocks of smaller
companies expected to grow over time, as well as stocks of larger, more
established companies.
Federal Income Tax Status
- -------------------------
The company obtained a ruling dated November 30, 1995, from the Los Angeles
District Director of the Internal Revenue Service that the Plan meets the
requirements of Section 401(a) of the Internal
8
<PAGE>
UNOCAL SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN (continued)
Revenue Code of 1986, as amended, and that the Trustee established thereunder is
entitled to exemption under the provisions of such Code; therefore, the Plan is
not required to pay any federal income taxes. Neither the company's
contributions nor the earnings of the Plan will be taxable to a participant
prior to withdrawal from the Plan.
Under Federal regulations effective January 1, 1994, the maximum employee
pay eligible for benefit purposes under a qualified plan is $150,000 per year.
If an employees' pay exceeds $150,000, only the first $150,000 of base pay will
be eligible for calculating employee and company contributions.
Federal regulations place an annual dollar limit on the amount of employee
pre-tax contributions. In 1995 and 1994 the limit was $9,250 and $9,240,
respectively. If pre-tax contributions reach the annual limit before year-end,
they are suspended for the balance of the year. The company matching
contributions are also suspended if the annual limit is reached before year-end.
Withdrawals from the Plan are generally subject to federal income tax. Also,
in-service withdrawals and withdrawals following termination of employment prior
to retirement may be subject to a 10 percent federal tax penalty.
Plan Termination
- ----------------
The company expects to continue the Plan indefinitely, but, as future
conditions cannot be foreseen, the company may at any time or from time to time
amend or terminate the Plan in whole or part. An amendment may affect present as
well as future participants, but may not diminish the account balance of any
participant existing on the effective date of such amendment. The company has no
present intent to discontinue the company matching contributions or to terminate
the Plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
- -------------------
The accompanying financial statements are prepared on the accrual basis
of accounting in conformity with generally accepted accounting principles. In
addition, the following accounting policies are applied:
a. Purchases and sales of Unocal Corporation common stock:
During normal trading by participants, the Trustee will collect all
participant directed stock trades throughout the day and will execute and
complete one buy and sell trade per day.
During abnormal conditions or heavy trading by participants, the Trustee
may not be able to execute and complete participant directed trades on the
same day without affecting the share price. The Trustee is authorized, at
its discretion, to buy or sell a portion of the trades during the next day
or days. Prices received from each day's trading will be averaged to insure
that all participants requesting trades will be treated equitably.
b. Dividend income is recorded on the ex-dividend date.
c. Interest income is recorded as earned on the accrual basis.
d. Substantially all of the administrative and other costs of the Plan
are paid by the company.
9
<PAGE>
UNOCAL SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Valuation of Investments
- ------------------------
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices from national exchanges
which represent the new asset value of shares held by the Plan at year-end. The
Unocal Corporation common stock is valued at the closing price as reported for
the New York Stock Exchange Composite Transactions.
NOTE 3 - PARTIES-IN-INTEREST
The Plan's investments in the Putnam group of funds is managed by Putnam
Investments which is the holding company of Putnam Fiduciary Trust Company.
Putnam Fiduciary Trust Company is the Trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest.
NOTE 4 - FORFEITURES BY MEMBERS
At December 31, 1995, forfeited nonvested accounts totaled $336,098. These
accounts will be used to reduce future company contributions.
10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee appointed by the Board of Directors of the Company to administer the
Plan have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNOCAL SAVINGS PLAN
Date July 12, 1996 By: /S/ Charles S. McDowell
-----------------------
Charles S. McDowell
Member of the Unocal Savings
Plan/ESOP Committee
11
<PAGE>
UNOCAL SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
(c) Description of Investment
Including Maturity Date,
(b) Identity of Issue, Borrower, Rate of Interest, Collateral, (e) Current
(a) Lessor or Similar Party Par or Maturity Value (d) Cost Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Unocal Corporation Unocal Corporation Common Stock $294,808,598 $400,111,180
(13,737,723 shares)
* Putnam Investments S & P 500 Index Fund 14,133,926 16,019,842
(1,154,167 shares)
* Putnam Investment George Putnam Fund of Boston 11,790,405 12,482,262
(805,307 shares)
* Putnam Investment Putnam Low Volatility Trust Fund 1,937,789 2,030,022
(185,560 shares)
* Putnam Investment Putnam Money Market Fund 2,883,987 2,883,987
(2,883,987 shares)
* Putnam Investment Participant Loans -- 13,181,171
---------------- -----------------
$325,554,705 $446,708,464
================ =================
</TABLE>
* Trustee for the Plan and, therefore a party-in-interest for which a statutory
exemption exists.
12
<PAGE>
UNOCAL SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS *
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
(b)Description (f)Expense (h)Current
of Assets Incurred Value of (i)Net
(Including Interest (c)Purchase (d)Selling (e)Lease With (g) Cost Asset on Gain
(a)Identity of Rate and Maturity Price Price Rental Transaction of Asset Transaction Or
Party Involved in Case of a loan) Date (loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Unocal Corporation ... 2,154,938 Shares 57,918,270 - - - 57,918,720 57,918,720 -
Common Stock ........
Unocal Corporation ... 1,741,436 Shares - - - - 37,159,212 49,070,379 11,911,167
Common Stock ........
</TABLE>
* Under ERISA, a reportable transaction is a transaction or series of
transactions during the Plan year that involves more than 5 percent of the fair
value of the Plan assets at the beginning of the Plan year, with certain
exceptions.
13
<PAGE>
UNOCAL CORPORATION
EXHIBIT INDEX
Exhibit 23 Consent of Coopers & Lybrand L.L.P.
14
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the following Registration
Statement of Unocal Corporation, Registration Statement on Form S-8 (No.
33-65461) of our report, dated July 10, 1996, on our audits of the financial
statements and supplemental schedules of the Unocal Savings Plan as of December
31, 1995 and 1994 and for the years then ended which report is included in this
annual report on Form 11-K.
Coopers & Lybrand L. L. P.
Los Angeles, California
July 12, 1996
