UNOCAL CORP
8-K, 1998-07-15
CRUDE PETROLEUM & NATURAL GAS
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                       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



    Date of report (Date of earliest event reported)  July 14, 1998
                                                    ----------------



                               UNOCAL CORPORATION
- --------------------------------------------------------------------------------

             (Exact Name of Registrant as Specified in Its Charter)



                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)



     1-8483                                     95-3825062
- --------------------------------------------------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)



2141 Rosecrans Avenue, Suite 4000, El Segundo, California               90245
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)



                                 (310) 726-7600
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)



<PAGE>

Item 5.           Other Events.

     Unocal  Corporation's  strategy of linking  energy  resources with markets,
coupled  with  Unocal's  reputation  and skills,  has given the company its best
growth  portfolio  in 20-30  years,  Roger C. Beach,  Unocal  chairman and chief
executive officer, told security analysts today.

     Beach said the company's growth portfolio is focused in six major areas:
- - The Gulf of Mexico, particularly deepwater plays.
- - Indonesia in the deepwater Kutei Basin offshore East Kalimantan.
- - The  Thailand-Myanmar-Vietnam  region that combines known  hydrocarbon  basins
  with rapidly  developing  gas-to-power  markets.  
- - South Asia,  with tremendous  potential for linking  abundant natural gas from
  Bangladesh to energy markets in India. 
- - Central Asia/South Caspian  region, one of the most hydrocarbon-rich provinces
  in the world. 
- - The cone of South America, where  Unocal can apply its expertise as one of the
  industry's lowest cost oil and gas producers.

         Beach said that by 2002 management wants to increase Unocal's cash flow
and earnings by 50 to 60 percent over 1997 levels.

         Beach and other Unocal executive management,  as well as members of the
company's   operations   team,   provided  a  detailed   outlook  for   Unocal's
international  activities and growth prospects at the company's security analyst
conference. Following are highlights of those presentations.

Production/resources
- -    Unocal's  international  oil and gas  production  is expected to grow at an
     average rate of 11.4 percent from 254,000  barrels of oil equivalent  (BOE)
     per day in 1997  (excluding  Alberta,  Canada, properties  sold in 1998) to
     434,000 BOE per day in 2002.
- -    The  company  will  focus  on  maintaining   its  position  as  a  low-cost
     international producer, with competitive finding and development costs.
- -    International  petroleum  finding and  development  costs are forecasted at
     $3.50 to $4.00 per BOE  through  2002,  with a proved  reserve  replacement
     ratio of between 170 percent and 210 percent,  based on Unocal's  total oil
     and gas resource base.

New oil and gas production projects
- -    Unocal's natural gas production  growth in Thailand has averaged 18 percent
     per year since 1981. A gross  production  record of 1.1 billion  cubic feet
     per day  (Unocal,  64% net working  interest)  was set  earlier  this year.
     Natural  gas  demand  continues  to rise in  Thailand  in  spite of flat to
     declining  electric  power  usage,  due to switching  from  imported oil to
     indigenous natural gas.

<PAGE>


- -    The Pailin  field  offshore  Thailand is  expected  to commence  production
     between June and September 1999, a delay from earlier expectations.
- -    The  Yadana  field  offshore   Myanmar  is  expected  to  begin  commercial
     operations  in December  1998,  4 months  later than  scheduled  because of
     construction delays in a new power plant at Ratchaburi, Thailand.
- -    The Jalalabad field in northeast Bangladesh is expected to begin production
     of 100 million cubic feet of gas per day (Unocal,  50% working interest) in
     December, a delay of four months from original expectations.
     This gas will flow to a power plant in Dhaka.
- -    The  company is applying to certify  its  deepwater  natural gas  resources
     offshore  East  Kalimantan,  Indonesia,  with  Pertamina  for  input to the
     Bontang LNG facility, which would add considerable proved gas reserves.
- -    The year-end  1998  production  forecast  from the Caspian Sea for the AIOC
     consortium  is now  115,000  barrels of oil per day  (BOPD),  due to higher
     production  rates from wells  drilled to date.  Peak  production  from AIOC
     could approach  850,000 BOPD by 2007.  Unocal has a 10% working interest in
     AIOC.

Exploration program
- -    First  production  from the  deepwater  Merah  Besar  field  offshore  East
     Kalimantan, Indonesia, is expected in early 2001.
- -    Unocal has identified  50-60 prospects and leads offshore East  Kalimantan.
     At least five of the prospects  will be drilled in 1998.  These include the
     Seno prospect and the Janaka prospect.
- -    Exploration  drilling  will soon be  completed on the first well drilled on
     the world-class  Bibiyana  prospect in northeast  Bangladesh.  This part of
     Bangladesh is expected to yield significant gas resources.

                                    * * * * *

     THE  INFORMATION  SET FORTH  ABOVE  FROM THE  PRESENTATIONS AT THE  ANALYST
CONFERENCE  INCLUDES  DISCUSSIONS  ABOUT FUTURE GOALS AND  PROJECTIONS OF FUTURE
EARNINGS,  CASH FLOW,  CAPITAL  SPENDING,  CRUDE OIL, NATURAL GAS AND GEOTHERMAL
PRODUCTION,  RESERVES,  AND GROSS RESOURCE  POTENTIAL OF OIL, GAS AND GEOTHERMAL
PROSPECTS  (REFERENCES TO INDONESIA  WORKING  INTEREST  AMOUNTS FOR  PRODUCTION,
RESERVES,  AND RESOURCE  POTENTIAL INCLUDE HOST COUNTRY SHARE).  THESE GOALS AND
PROJECTIONS ARE "FORWARD LOOKING  STATEMENTS" AND ARE BASED ON UNOCAL'S INTERNAL
PLANS AND FORECASTS.

         THE ACTUAL  RESULTS IN THE FUTURE WILL BE  INFLUENCED  BY THE  INHERENT
RISKS OF UNOCAL'S  BUSINESS AND THE ECONOMIC  SITUATION IN THE VARIOUS COUNTRIES
WHERE UNOCAL OPERATES, OR SEEKS NEW BUSINESS  OPPORTUNITIES.  THE ACTUAL RESULTS
WILL BE DETERMINED BY (I) OIL AND NATURAL GAS COMMODITY  PRICES;  (II) ACCESS TO
DRILLING RIGS;  (III) THE COMPANY'S  DRILLING  SUCCESS RATE;  (IV) THE COMPANY'S
SUCCESS IN  CAPTURING  NEW  BUSINESS  OPPORTUNITIES;  (V) THE  DECLINE  RATES OF
PRESENT FIELDS AND FUTURE RESOURCE DISCOVERIES;  (VI) AND THE COSTS INCURRED FOR
FUTURE EXPLORATION, DEVELOPMENT, AND PRODUCTION OPERATIONS, AMONG OTHER FACTORS.

         ACTUAL  FUTURE  RESULTS  COULD  DIFFER   MATERIALLY  FROM  THE  CURRENT
PROJECTIONS.

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<PAGE>


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, thereunto duly authorized.




                                           UNOCAL CORPORATION
                                              (Registrant)




Date:  July 14, 1998                       By: /s/ JOHN A. BRIFFETT
- --------------------                       -----------------------------
                                                 John A. Briffett
                                                 Assistant Comptroller

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