As filed with the Securities and Exchange Commission on October 2, 1997
Registration No: 333-_______
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
UNOCAL CORPORATION
(Exact name of registrant specified in its charter)
Delaware 95-3825062
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
(Address, including zip code, of Principal Executive Offices)
DIRECTORS' RESTRICTED STOCK UNITS PLAN
(Full title of the plan)
DENNIS P.R. CODON, ESQ.
VICE PRESIDENT, CHIEF LEGAL OFFICER AND GENERAL COUNSEL
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
(310) 726-7651
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
========================================================================
Proposed Proposed
Maximum Maximum Amount
Amount of Offering Aggregate of
Title of Securities Shares to be Price Per Offering Registra-
to be Registered Registered Share (1) Price (1) tion Fee
========================================================================
Common Stock, $1.00
par value per share
(including Preferred
Stock Purchase Rights) 249,938 $43.125 $10,778,576 $3,717
========================================================================
(1) Solely for the purpose of calculating the registration fee in accor-
dance with Rule 457(c), based upon the average of the high and low prices
reported in the consolidated reporting system for September 25, 1997.
========================================================================
<PAGE>
PART I OF FORM S-3
INFORMATION REQUIRED IN PROSPECTUS
REOFFER PROSPECTUS
31,093 SHARES
UNOCAL CORPORATION
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
This prospectus relates to the reoffer and resale of 31,093 shares (the
"Shares") of outstanding Common Stock, par value $1.00 per share ("Common
Stock"), of Unocal Corporation, a Delaware corporation (the "Company"),
that may by sold by certain stockholders (the "Selling Stockholders") of
the Company. All Selling Stockholders are present or former directors of
the Company. See "Plan of Distribution" for a brief description of the
plan of distribution of the Shares. The Company will not receive any
proceeds from the sale of the Shares.
Neither delivery of this Prospectus nor any disposition or acquisition of
Common Stock made pursuant to this Prospectus shall, under any
circumstances, create any implication that there has been no change in
the information set forth herein or incorporated by reference herein
since the date of this Prospectus or since the dates as of which
information is set forth herein or incorporated by reference herein.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS REOFFER PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS REOFFER PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS REOFFER PROSPECTUS DOES NOT
CONSTITUTE AN OFFER IN ANY JURISDICTION IN WHICH SUCH OFFER IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER IS NOT QUALIFIED TO
DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER.
The date of this Reoffer Prospectus is October 1, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements, and other information
concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material
can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE"),
the Chicago Stock Exchange, and the Pacific Stock Exchange. Reports,
proxy statements, and other information concerning the Company can be
inspected and copied at the offices of the NYSE, 20 Broad Street, New
York, New York 10005; the Chicago Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois 60605; and the Pacific Stock Exchange, 115
Sansome Street, 3rd Floor, San Francisco, California 94104.
The Commission maintains a Web site at http://www.sec.gov that contains
reports, proxy statements, and other information concerning the Company,
which files electronically with the Commission.
This Prospectus constitutes a part of a registration statement on Form
S-8 (together with all amendments and exhibits, the "Registration
Statement") filed by the Company with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"). This Prospectus does not
contain all of the information included in the Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning
the provisions of any document do not purport to be complete and, in each
instance, are qualified in all respects by reference to the copy of such
document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is subject to and
qualified in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this registration statement
the following documents heretofore filed with the Commission:
(a) The Annual Report on Form 10-K/A of the Company for the
fiscal year ended December 31, 1996;
(b) The Quarterly Reports on Form 10-Q of the Company for the
quarters ended March 31 and June 30, 1996;
(c) All other reports filed pursuant to Section 13(a) or
159(d) of the Exchange Act, since December 31, 1996; and
(d) The descriptions of the Company's Common Stock, $1.00 par
value per share ("Common Stock") (including the associated Preferred
Stock Purchase Rights) and the 6 1/4% Trust Convertible Preferred
Securities of Unocal Capital Trust, (the "Trust Convertible
Preferred Securities"), the guarantee thereof by the Company (the
"Guarantee"), and the 6 1/4% Convertible Junior Subordinated
Debentures of the Company (the "Convertible Debentures") (insofar as
the rights thereof may materially limit or qualify the rights
evidenced by, or amounts payable with respect to, the Common Stock)
set forth under the captions "Description of the Common Stock,"
"Description of the Trust Convertible Preferred Securities,"
"Description of the Guarantee," "Description of the Convertible
Debentures," and "Effect of Obligations under the Convertible
Debentures and the Guarantee" in the Prospectus dated August 7,
1996, included in the Registration Statement on Form S-4 of the
Company and Unocal Capital Trust (File Nos. 333-09137 and 333-09137-
01), as amended by Pre-Effective Amendment No. 1 thereto.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or
all of the documents incorporated herein by reference (not including
exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests should be
addressed to Corporate Secretary, Unocal Corporation, 2141 Rosecrans
Avenue, Suite 4000, El Segundo, California 90245.
PLAN OF DISTRIBUTION
The Company has been advised that the Shares being offered hereby may be
sold by or on behalf of each of the Selling Stockholders in non-
underwritten distributions on the NYSE at prices prevailing on the NYSE
at the time of sale.
SELLING SECURITY HOLDERS
All of the Shares subject to this offering were issued pursuant to the
Plan. All of the Selling Stockholders are current or former directors of
the Company. As of September 24, 1997, the following persons may be
deemed Selling Stockholders:
Name Number of Shares
---- ----------------
John W. Amerman 3,669
MacDonald G. Becket 1,540
John W. Creighton, Jr. 4,034
Malcolm R. Currie 3,572
Frank C. Herringer 3,924
Donald P. Jacobs 4,696
Kevin W. Sharer 586
Charles R. Weaver 4,611
J. Steven Whisler 3,384
Marina v.N. Whitman 1,077
Because the Selling Stockholders may sell all or some of the Shares they
hold from time to time pursuant to this Reoffer Prospectus, no estimate
can be given as to the exact number of Shares that will be held by the
Selling Stockholders upon termination of this offering.
EXPERTS AND COUNSEL
The consolidated financial statements and financial statement schedule of
the Company and its subsidiaries as of December 31, 1996 and 1995 and for
each of the years in the three-year period ended December 31, 1996
incorporated by reference in this Prospectus and in the Registration
Statement have been incorporated in reliance upon the reports of Coopers
& Lybrand L.L.P., independent certified public accountants, and upon the
authority of such firm as experts in auditing and accounting.
Legal matters in connection with the issuance and sale of the securities
offered hereby will be passed upon for the Company by Dennis P.R. Codon,
Esq., Vice President, General Counsel and Chief Legal Officer of the
Company. As of September 25, 1997, Mr. Codon owned 19,965.65545 shares
of Common Stock. He also held options to purchase 45,327 shares of
Common Stock at prices ranging from $26.375 to $32.8125, with expiration
dates ranging from 2003 to 2007. In addition, Mr. Codon held 15,963
performance share units, which could be paid out in up to 31,926 shares
of Common Stock at the end of the four-year performance cycle, depending
upon the Company's total return to stockholders.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 145 of the Delaware General Corporation Law authorizes the
Company to indemnify directors and officers in certain circumstances
against liabilities, including expenses, incurred while acting in such
capacities; provided, generally, that any such indemnified director or
officer acted in good faith and in a manner he or she reasonably believed
to be in the best interests of the corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The Bylaws of the Company provide for the
indemnification of directors and officers to the maximum extent permitted
by the Delaware General Corporation Law.
In addition, the Company has provided in its Certificate of Incorporation
that it shall eliminate the personal liability of its directors to the
fullest extent permitted by the Delaware General Corporation Law and the
Company has entered into indemnification agreements with each of its
directors and officers providing for additional indemnification. The
Company has policies of directors' and officers' liability insurance
which insure directors and officers against the costs of defense,
settlement or payment of a judgment under certain circumstances.
<PAGE>
PART II OF FORM S-8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this registration statement
the following documents heretofore filed with the Commission:
(a) The Annual Report on Form 10-K/A of the Company for the
fiscal year ended December 31, 1996;
(b) The Quarterly Reports on Form 10-Q of the Company for the
quarters ended March 31 and June 30, 1996;
(c) All other reports filed pursuant to Section 13(a) or
159(d) of the Exchange Act, since December 31, 1996; and
(d) The descriptions of the Company's Common Stock (including
the associated Preferred Stock Purchase Rights) and the 6 1/4% Trust
Convertible Preferred Securities of the Unocal Capital Trust, (the
"Trust Convertible Preferred Securities"), the guarantee thereof by
the Company (the "Guarantee"), and the 6 1/4% Convertible Junior
Subordinated Debentures of the Company (the "Convertible
Debentures") (insofar as the rights thereof may materially limit or
qualify the rights evidenced by, or amounts payable with respect to,
the Common Stock) set forth under the captions "Description of the
Common Stock," "Description of the Trust Convertible Preferred
Securities," "Description of the Guarantee," "Description of the
Convertible Debentures," and "Effect of Obligations under the
Convertible Debentures and the Guarantee" in the Prospectus dated
August 7, 1996, included in the Registration Statement on Form S-4
of the Company and Unocal Capital Trust (File Nos. 333-09137 and 333-
09137-01), as amended by Pre-Effective Amendment No. 1 thereto.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the issuance and sale of the securities
offered hereby will be passed upon for the Company by Dennis P.R. Codon,
Esq., Vice President, General Counsel and Chief Legal Officer of the
Company. As of September 25, 1997, Mr. Codon owned 19,965.65545 shares
of Common Stock. He also held options to purchase 45,327 shares of
Common Stock at prices ranging from $26.375 to $32.8125, with expiration
dates ranging from 2003 to 2007. In addition, Mr. Codon held 15,963
performance share units, which could be paid out in up to 31,926 shares
of Common Stock at the end of the four-year performance cycle, depending
upon the Company's total return to stockholders.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes the
Company to indemnify directors and officers in certain circumstances
against liabilities, including expenses, incurred while acting in such
capacities; provided, generally, that any such indemnified director or
officer acted in good faith and in a manner he or she reasonably believed
to be in the best interests of the corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The Bylaws of the Company provide for the
indemnification of directors and officers to the maximum extent permitted
by the Delaware General Corporation Law.
In addition, the Company has provided in its Certificate of Incorporation
that it shall eliminate the personal liability of its directors to the
fullest extent permitted by the Delaware General Corporation Law and the
Company has entered into indemnification agreements with each of its
directors and officers providing for additional indemnification. The
Company has policies of directors' and officers' liability insurance
which insure directors and officers against the costs of defense,
settlement or payment of a judgment under certain circumstances.
Item 7. Exemption from Registration Claimed.
The Shares that are to be reoffered or resold by means of the Reoffer
Prospectus filed with this Registration Statement were issued previously
under the Plan to such directors under the private offering exemption
from registration under Section 4(2) of the Securities Act.
Item 8. Exhibits.
EXHIBIT
NUMBER EXHIBIT
- ------- -------
4.1 Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to Amendment No. 2 on
Form 10-K/A to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, File No. 1-8483).
4.2 Bylaws of the Company, as amended though February 3, 1997, and
currently in effect (incorporated by reference to Exhibit 3.1 to
the Company's Current Report on Form 8-K dated February 3, 1997,
and filed February 7, 1997, File No. 1-8483).
4.3 Rights Agreement, dated as of January 29, 1990, between the
Company and The Chase Manhattan Bank, as successor Rights Agent
(incorporated by reference to Exhibit 1 to the Company's Current
Report on Form 8-K dated January 29, 1990, File No. 1-8483).
5 Opinion of Dennis P. R. Codon, Esq., Vice President, Chief Legal
Officer and General Counsel, to the Company.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Dennis P. R. Codon, Esq., Vice President, Chief Legal
Officer and General Counsel (included in Exhibit 5).
24 Power of Attorney.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or
events arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the
calculation of Registration Fee" table in the effective
registration statement;
(c) To include any material information with
respect to the plan distribution not previously disclosed in
this statement or any material change to such information in
this registration statement;
Provided, however, that the undertakings set forth in paragraphs (1)(a)
and (1)(b) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment, any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of El Segundo, State
of California, on September 29, 1997.
UNOCAL CORPORATION
By /s/ STANLEY Y. HANAOKA
--------------------------
Stanley Y. Hanaoka
Assistant Comptroller
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ROGER C. BEACH* Chairman of the
-------------------- Board of Directors and September 29, 1997
Roger C. Beach Chief Executive Officer
/s/ NEAL E. SCHMALE* Chief Financial Officer
-------------------- and Director September 29, 1997
Neal E. Schmale
/s/ JOSEPH A. HOUSEHOLDER* Vice President and
- ------------------------- Comptroller(Principal September 29, 1997
Joseph A. Householder Accounting Officer)
/s/ JOHN W. AMERMAN*
------------------- Director September 29, 1997
John W. Amerman
- --------------------------- Director
John W. Creighton, Jr.
/s/ MALCOLM R. CURRIE*
---------------------- Director September 29, 1997
Malcolm R. Currie
----------------------- Director
Frank C. Herringer
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JOHN F. IMLE, JR.*
---------------------- Director September 29, 1997
John F. Imle, Jr.
/s/ DONALD P. JACOBS*
--------------------- Director September 29, 1997
Donald P. Jacobs
/s/ CHARLES R. WEAVER*
---------------------- Director September 29, 1997
Charles R. Weaver
/s/ J. STEVEN WHISLER*
---------------------- Director September 29, 1997
J. Steven Whisler
/s/ MARINA V.N. WHITMAN*
------------------------ Director September 29, 1997
Marina V.N. Whitman
/s/ KEVIN W. SHARER*
------------------------ Director September 29, 1997
Kevin W. Sharer
* By /s/ DARRELL D. CHESSUM
----------------------
Darrell D. Chessum
Pursuant to the requirements of the Securities Act of 1933, the
members of the Management Development and Compensation Committee who
administer the Directors' Restricted Stock Units Plan, have duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of El Segundo, State
of California, on September 29, 1997.
DIRECTORS' RESTRICTED STOCK UNITS PLAN
By /s/ DONALD P. JACOBS*
----------------------------------
Donald P. Jacobs
Member, Management Development and
Compensation Committee
* By /s/ DARRELL D. CHESSUM
-----------------------------
Darrell D. Chessum
Unocal Corporation
2141 Rosecrans Avenue
Suite 4000
El Segundo, California 90245
Telephone (310)726-7651
Facsimile (310)726-7815
UNOCAL [Logo Here]
Dennis P.R. Codon September 26, 1997
Vice President, Chief Legal Officer
and General Counsel
Unocal Corporation
2141 Rosecrans Avenue
Suite 4000
El Segundo, California 90245
Re: Unocal Directors' Restricted Stock Units Plan
Registration Statement on Form S-8
---------------------------------------------
Ladies and Gentlemen:
I am the Vice President and General Counsel of Unocal
Corporation, a Delaware corporation ("UNOCAL"), and as such I,
and attorneys working for me, have acted on behalf of Unocal as
counsel in connection with the preparation of the Registration
Statement on Form S-8 (the "REGISTRATION STATEMENT"), which
Unocal proposes to file with the Securities and Exchange
Commission. The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), of shares of Unocal Common Stock, par value
$1.00 per share (the "COMMON STOCK"), to be issued under the
Unocal Directors' Restricted Stock Units Plan (the "PLAN"), and
shares of Common Stock previously issued under the Plan to be
resold (jointly, the "SHARES").
This opinion is rendered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K of the Securities and
Exchange Commission.
I, or such attorneys working for me, have examined or
considered such matters of law and fact and such corporate
records, certificates and other documents as I, or they, have
deemed necessary, including, but not limited to: the Certificate
of Incorporation and Bylaws of Unocal, as amended to date; the
Rights Agreement, dated January 29, 1990 between Unocal and The
Chase Manhattan Bank, as successor rights agent; certain
resolutions adopted by the Board of Directors of Unocal at a
meeting duly called and held on July 28, 1997; the Plan; and
certificates and other information obtained from public officials
and officers and employees of Unocal and its subsidiaries. In
the course of such examination, I, and such attorneys working for
me, have assumed the genuineness of all signatures, the
authenticity of all documents submitted as originals and the
conformity to the originals of all documents submitted as
certified, photostatic or conformed copies. I have relied, as to
certain legal
<PAGE>
Unocal Corporation
September 26, 1997
Page 2
matters, on the advice of such attorneys working for me who are
more familiar with such matters.
I am licensed to practice law in the state of California
and, although I am not licensed to practice law in the state of
Delaware, I am familiar with the Delaware General Corporation
Law. Therefore, the following opinions are limited to the laws
of the state of California, the Delaware General Corporation Law
and the federal laws of the United States, to the exclusion of
all other jurisdictions.
Based on and subject to the foregoing, I am of the opinion
that the Shares were duly authorized for issuance by the Board of
Directors of Unocal and that, when one or more certificates
evidencing the Shares has been duly countersigned by the transfer
agent and registrar for the Common Stock, and the Shares have
been issued to and paid for in accordance with the Plan and
procedures established between the transfer agent and registrar
for the Common Stock and The Depository Trust Company, the shares
will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the
Registration Statement and to the reference to me under the
caption "Item 5. Interests of Named Experts and Counsel"
therein. In giving this consent, I do not thereby admit that I
am included in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Sincerely,
/s/ DENNIS P.R. CODON
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-8 of Unocal Corporation of our
report dated February 14, 1997, on our audits of the consolidated
financial statements and financial statement schedule of Unocal
Corporation and its subsidiaries as of December 31, 1996 and 1995
and for each of the three years in the period ended December 31,
1996, which report is included in Unocal Corporation's Annual
Report on Form 10-K for the year ended December 31, 1996. Our
report includes an explanatory paragraph with respect to the
changes in methods of accounting for impairment of long-lived
assets and long-lived assets to be disposed of in 1995, and for
recognizing the reduction in value of producing oil and gas
properties in 1994. We also consent to the reference to our firm
under the caption "Experts and Counsel."
/s/ COOPERS & LYBRAND L.L.P.
Los Angeles, California
October 1, 1997
POWER OF ATTORNEY
By signing below, each of the undersigned officers and/or
directors of Unocal Corporation, a Delaware corporation, hereby
constitutes and appoints Neal E. Schmale, Joseph A. Householder
and Darrell D. Chessum, and each of them severally, with full
power of substitution and resubstitution, as his or her true and
lawful attorneys-in-fact and agents to sign for the undersigned
and in the name of the undersigned, in any and all capacities,
the Registration Statement on Form S-8 to which this Power of
Attorney shall be filed as an exhibit and any or all amendments
(including any post-effective amendments) to such Registration
Statement and to file the same with all exhibits thereto,
including this Power of Attorney, and any and all applications
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done in
and about the premises, as fully to all intents and purposes as
the undersigned could do if personally present. Each of the
undersigned hereby ratifies and confirms all that said attorneys-
in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney as of July 28, 1997.
SIGNATURE TITLE
/s/ ROGER C. BEACH Chairman of the Board of
- --------------------------------- Directors and
Roger C. Beach Chief Executive Officer
/s/ NEAL E. SCHMALE Chief Financial Officer and
- --------------------------------- Director
Neal E. Schmale
/s/ JOSEPH A. HOUSEHOLDER Vice President, Tax, and
- --------------------------------- Comptroller
Joseph A. Householder (Principal Accounting Officer)
/s/ JOHN W. AMERMAN Director
- ---------------------------------
John W. Amerman
Director
- ---------------------------------
John W. Creighton, Jr.
/s/ MALCOLM R. CURRIE Director
- ---------------------------------
Malcolm R. Currie
Director
- ---------------------------------
Frank C. Herringer
/s/ JOHN F. IMLE, JR. Director
- ---------------------------------
John F. Imle, Jr.
/s/ DONALD P. JACOBS Director
- ---------------------------------
Donald P. Jacobs
/s/ CHARLES R. WEAVER Director
- ---------------------------------
Charles R. Weaver
/s/ J. STEVEN WHISLER Director
- ---------------------------------
J. Steven Whisler
/s/ MARINA V.N. WHITMAN Director
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Marina v.N. Whitman
/s/ KEVIN W. SHARER Director
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Kevin W. Sharer
