UNOCAL [LOGO]
2141 ROSECRANS AVE., SUITE 4000
EL SEGUNDO, CA 90245
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AMENDMENT TO PROXY STATEMENT
MAY 4, 1998
A Proxy Statement dated April 20, 1998
soliciting proxies by the Board of Directors
of Unocal Corporation (the "Company" or
"Unocal") to be voted at the Annual Meeting
of Stockholders to be held at 10:00 A.M. on
June 1, 1998, or any adjournments thereof,
was mailed to Unocal's stockholders
commencing April 20, 1998. A proxy and a
postage-paid, return envelope were provided
with the Proxy Statement.
The first full paragraph on page 18 of the
Proxy Statement, under the Background
discussion of Item 3, Approval of 1998
Management Incentive Program, incorrectly
stated that the aggregate number of shares
of the Company's Common Stock remaining
available for future grants under the
existing Management Incentive Program as of
the close of business on March 30, 1998 was
2,587,101 shares. The correct number as of
March 30, 1998 was 1,037,749 shares,
reflecting additional grants that were made
on that date. The same paragraph indicated
that under the Long-Term Incentive Plan of
1991 there were outstanding stock options on
3,630,941 shares as of the close of business
on March 30, 1998 and the target number of
all outstanding performance shares was
952,002 shares. There were actually
outstanding as of March 30, 1998 stock
options on 5,110,233 shares and the target
number of all outstanding performance shares
was 953,721 shares, reflecting the
additional grants that were made on that
date.
If you have not executed and returned your
proxy, please do so. Your vote is
important. A stockholder who has returned a
proxy may revoke it at any time before it is
voted at the meeting by executing a later-
dated proxy, by voting by ballot at the
meeting, or by filing an instrument of
revocation with the Inspector of Elections.
Registered stockholders can obtain a
duplicate proxy by contacting the Corporate
Secretary at the above address, or by
contacting the Company's Stockholder
Services Department (phone: 800-252-2233, E-
mail: [email protected]).
Beneficial stockholders holding Unocal stock
through a bank or broker must contact their
broker or account representative for a
duplicate proxy.
