UNITED STATES
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
For the fiscal year ended December 31, 1998
Or
[ ] Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
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:
MOLYCORP, INC. 401(k) RETIREMENT 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
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
The following financial statements reflect the status of the Molycorp,
Inc. 401(k) Retirement Savings Plan as of December 31, 1998 and 1997, and the
results of its transactions for each of the years then ended.
Page Number
Report of Independent Accountants 2
Financial Statements:
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
Supplemental Schedules*:
Item 27(a) - Schedule of Assets Held for Investment Purposes 12
Item 27(d) - Schedule of Reportable Transactions 13
Exhibit Index 14
* Supplemental schedules required by the Employee Retirement Income Security
Act of 1974 that are omitted are not applicable to the Molycorp, Inc. 401(k)
Retirement Savings Plan.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Administrative Committee of the Molycorp, Inc.401(k)Retirement Savings Plan:
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Molycorp, Inc. 401(k) Retirement Savings Plan (the "Plan") at
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the years ended December 31, 1998 and 1997 in conformity with generally
accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted 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. These supplemental
schedules are the responsibility of the Plan's management. The Fund Information
in the statement of net assets available for benefits and the statement 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.
PricewaterhouseCoopers LLP
Los Angeles, California
June 18, 1999
2
<PAGE>
<TABLE>
<CAPTION>
Molycorp, Inc. 401(k) Retirement Savings Plan
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1998
Partcipant Directed
------------------------------------------------------------------------
Unocal Low
Common S&P 500 George Putnam Volatility Money
Stock Index Fund Fund of Boston Fund Market Fund
------------ ------------ ------------ ------------ ------------
Assets
Investments at fair value (Note 2)
<S> <C> <C> <C> <C> <C>
Unocal Common Stock ............... $ 3,965 $ -- $ -- $ -- $ --
Shares of registered
investment companies:
S&P 500 Index Fund ................ -- 2,603 -- -- --
George Putnam Fund of Boston ...... -- -- -- -- --
Low Volatility Fund ............... -- -- -- 31,751 --
Money Market Fund ................. -- -- -- -- 30,506
New Opportunities Fund ............ -- -- -- -- --
Voyager Fund ...................... -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Total investments............. 3,965 2,603 -- 31,751 30,506
Net assets available for benefits......... $ 3,965 $ 2,603 $ -- $ 31,751 $ 30,506
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------
New
Opportunities Voyager
Fund Fund Total
------------ ------------ ------------
Assets
Investments at fair value (Note 2)
<S> ....................................... <C> <C> <C>
Unocal Common Stock ................ $ -- $ -- $ 3,695
Shares of registered
investment companies:
S&P 500 Index Fund ................. -- -- 2,603
George Putnam Fund of Boston ....... -- -- --
Low Volatility Fund ................ -- -- 31,751
Money Market Fund .................. -- -- 30,506
New Opportunities Fund ............. 6,234 -- 6,234
Voyager Fund ....................... -- -- --
------------ ------------ ------------
Total investments ............. 6,234 -- 75,059
Net assets available for benefits ......... $ 6,234 $ -- $ 75,059
============ ============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
MOLYCORP, INC. 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
Participant Directed
---------------------------------------------------------------
Unocal
Fidelity Common GIC
Fund Stock Fund Total
----------- --------- -------- ---------
ASSETS
Investments at fair value (Note 2)
Shares of registered investment companies
<S> <C> <C> <C> <C>
Fidelity Puritan Mutual Fund .................... $ 3,362 $ -- $ -- $ 3,362
Unocal Common Stock ................................ -- 47,003 -- 47,003
-------- -------- -------- --------
3,362 47,003 -- 50,365
Investments at contract value (Note 3)
Bank of California Employee Benefit
Investment Contract Fund ......................... -- -- 6,622 6,622
-------- -------- -------- --------
Total investments ............................ 3,362 47,003 6,622 56,987
Cash ..................................................... -- 1 1 2
-------- -------- -------- --------
Net assets available for benefits ........................ $ 3,362 $ 47,004 $ 6,623 $ 56,989
======== ======== ======== ========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
MOLYCORP, INC. 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For The Year Ended December 31, 1998
Participant Directed
----------------------------------------------------------------
Fidelity Common GIC S&P 500 George Putnam
Fund Stock Fund Index Fund Fund of Boston
--------- --------- ---------- ---------- --------------
Additions to net assets attributed to:
Investment income
Net appreciation(depreciation)
<S> <C> <C> <C> <C> <C>
in fair value of investments...................... $ 348 $ (6,526) $ -- $ 414 $ --
Interest ........................................... -- 116 277 -- --
Dividends .......................................... 70 794 5 -- --
--------- --------- ---------- ---------- --------------
Total investment income/(loss).................... 418 (5,616) 282 414
Contributions
Participant ........................................... 1,324 6,837 3,678 -- --
--------- --------- ---------- ---------- --------------
Total contributions .................................. 1,324 6,837 3,678 -- --
Total additions ................................... 1,742 1,221 3,960 414 --
Net Increase/(decrease) prior to interfund transfers........ 1,742 1,221 3,960 414 --
Interfund Transfers ........................................ (5,104) (44,260) (10,583) 2,189 --
--------- --------- --------- ---------- --------------
Net Increase/(decrease)............................ (3,362) (43,039) ( 6,623) 2,603 --
Net assets available for benefits:
Beginning of year ....................................... 3,362 47,004 6,623 --
--------- --------- ---------- ---------- --------------
End of year ............................................. $ -- $ 3,965 $ -- $ 2,603 $ --
========= ========= ========== ========== ==============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------
Low Money New
Volatility Market Opportunities Voyager
Fund Fund Fund Fund Total
--------- --------- ---------- ---------- --------------
Additions to net assets attributed to:
Investment income
Net appreciation(depreciation)
<S> <C> <C> <C> <C> <C>
in fair value of investments...................... $ 410 $ -- $ 1,175 $ -- $ (4,179)
Interest ........................................... -- -- -- -- 393
Dividends .......................................... -- 957 193 -- 2,019
--------- --------- ---------- ---------- --------------
Total investment income/(loss).................... 410 957 1,368 -- (1,767)
Contributions
Participant ........................................... 2,022 5,976 -- -- 19,837
--------- --------- ---------- ---------- --------------
Total contributions .................................. 2,022 5,976 -- -- 19,837
Total additions ................................... 2,432 6,933 1,368 -- 18,070
Net Increase/(decrease) prior to interfund transfers........ 2,432 6,933 1,368 -- 18,070
Interfund Transfers ........................................ 29,319 23,573 4,866 -- --
--------- --------- --------- ---------- --------------
Net Increase/(decrease)............................ 31,751 30,506 6,234 -- 18,070
Net assets available for benefits:
Beginning of year ....................................... -- -- -- -- 56,989
--------- --------- ---------- ---------- --------------
End of year ............................................. $ 31,751 $ 30,506 $ 6,234 $ 2,603 $ 75,059
========= ========= ========== ========== ==============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
MOLYCORP, INC. 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For The Year Ended December 31, 1997
Participant Directed
-----------------------------------------------
Fidelity Common GIC
Fund Stock Fund Total
--------- --------- ---------- ----------
Additions to net assets attributed to:
Investment income
Net appreciation(depreciation)
<S> <C> <C> <C> <C>
in fair value of investments...................... $ 1,114 $ (2,341) $ -- $ (1,227)
Interest ........................................... 359 17 201 577
Dividends .......................................... -- 870 -- 870
--------- --------- ---------- ----------
Total investment income/(loss).................... 1,473 (1,454) 201 220
Contributions
Participant ........................................... -- 6,538 5,084 11,622
--------- --------- ---------- ----------
Total contributions .................................. -- 6,538 5,084 11,622
Total additions ................................... 1,473 5,084 5,285 11,842
Deductions from net assets attributed to:
Participant withdrawals & distributions 25,527 1,738 -- 27,265
--------- --------- --------- ----------
Total deductions 25,527 1,738 -- 27,265
Net Increase/(decrease)............................ (24,054) 3,346 5,285 (15,423)
Net assets available for benefits:
Beginning of year ....................................... 27,416 43,658 1,338 72,412
--------- --------- ---------- ----------
End of year ............................................. $ 3,362 $ 47,004 $ 6,623 $ 56,989
========= ========= ========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
6
<PAGE>
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
General
- -------
The Molycorp, Inc. 401(k) Retirement Savings Plan (the "Plan") is
sponsored by Molycorp, Inc. (the "company"), an indirect wholly owned subsidiary
of Unocal Corporation. The Plan provides for voluntary contributions by
participants. Prior to August 1, 1998, all funds were with Union Bank of
California for the exclusive benefit of Plan participants until distributed
after termination of employment. Each individual participant was allowed to
choose how their funds are invested from among three investment options.
Effective August 1, 1998, the Molycorp, Inc. 401(k) Retirement Savings
Plan changed its trustee and administrator from Union Bank of California and
William Mercer, respectively. The new trustee and administrator is Putnam
Fiduciary Trust Company (the "Trustee"). Each individual participant is allowed
to choose how their funds are invested from a range of investment fund options
and Unocal Corporation common stock. The Plan is subject to certain provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA") as a defined
contribution plan.
The Molycorp 401(k) Retirement Savings Plan booklet dated December 1,
1996 replaces the April 1, 1991 booklet and constitutes part of a prospectus
covering securities that have been registered under the Securities Act of 1933.
The December 1, 1996 booklet can be referenced for other information about the
Plan.
Participation
- -------------
Collective bargaining unit employees at the Questa or York facilities
are eligible to participate in the Plan as of January 1, 1991 if at least six
months of service was completed prior to January 1, 1991. Otherwise,
participants are eligible to participate in the Plan beginning the first of the
calendar quarter that next follows the date the participant completed six months
of service.
Contributions
- -------------
Voluntary participant contributions to the Plan are made on a pre-tax
basis and cannot exceed 15 percent of a participant's base pay. The pre-tax
contributions are also known as 401(k) contributions. Contributions cannot
exceed the amount prescribed by law and cannot be calculated on a base pay in
excess of the amount allowed by law. The Plan does not allow for employer
contributions.
Participant Accounts
- --------------------
Each participant's account is credited with the participant's
contributions and the respective investment earnings 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.
Payment of Benefits
- -------------------
On termination of employment or at such time that participants become
eligible to receive benefits, participants may elect to receive their account
balance or defer their distribution until a later date, but no later than 60
days after the end of the plan year in which the latest of the following occurs:
the participant attains age 65, or two years after the participant's employment
terminates. If a participant continues to work after age 70-1/2, distribution of
a portion of the participant's account balance is required by April 1 of the
calendar year following the calendar year in which the participant attains age
70-1/2.
7
<PAGE>
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
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 one or any combination of the following
funds administered by the Trustee:
Unocal Corporation Common Stock Fund ("Unocal Common Stock") - Funds are
invested in common stock of Unocal Corporation, the company's ultimate parent.
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.
Putnam New Opportunities Fund - Investments are primarily in common stocks of
companies within certain emerging industry groups that offer above average
potential for growth and a risk for greater price fluctuations.
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.
Prior to August 1, 1998, participants' accounts could be invested in one or any
combination of the following funds administered by William Mercer and held by
Union Bank of California:
Fidelity Puritan Mutual Fund - Funds are invested in shares of a mutual fund
maintained by a registered investment company that invests in common and
preferred stocks, as well as bonds, of various U.S. corporations.
Unocal Corporation Common Stock Fund ("Unocal Common Stock") - Funds are
invested in common stock of Unocal Corporation, the company's ultimate parent.
Employee Benefit Guaranteed Investment Contract Fund ("GIC") - Funds are
invested in a bank commingled trust fund which holds fixed-rate investment
contracts with various insurance companies.
Federal Income Tax Status
- -------------------------
The company obtained a ruling dated December 26, 1996, from the Los
Angeles District Director of the Internal Revenue Service that the Plan meets
the requirements of Section 401(a) of the Internal 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. Earnings on Plan accounts will not be taxable to
participants prior to withdrawal from the Plan.
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 income tax penalty.
8
<PAGE>
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
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 in part, subject to the requirements of
ERISA and other applicable laws. An amendment may affect present, as well as
future participants, but may not diminish the account of any participant
existing on the effective date of such amendment. The company has no present
intent 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 securities are recorded on a trade-date basis.
b. Dividends are recorded on an ex-dividend basis.
c. Interest income is recorded on the accrual basis.
d. Benefits are recorded when paid.
The Plan presents in the statement of changes in net assets available
for benefits with fund information 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 except for its investment
contract fund which was valued at contract value (Note 3). Shares of registered
investment companies are valued at quoted market prices from national exchanges
which represent the net asset value of shares held by the Plan at year-end. The
Unocal common stock is valued at the closing price as reported for the New York
Stock Exchange Composite Transactions at December 31, 1998 and 1997,
respectively. Investments in common trust funds are valued based on information
provided by the Plan's investment custodions. The financial statements of the
common trust funds are audited annually by independent accountants.
Use of Estimates in Preparation of the Financial Statements
- -----------------------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan's management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of additions to and deductions from net
assets during the reporting periods. Actual results could differ from those
estimates.
9
<PAGE>
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 3 - Investments at Contract Value
Prior to August 1, 1998, funds that were invested in the GIC fund, which
held fixed-rate investment contracts with various insurance companies, were
valued at contract value. The Plan's ownership interest in this bank commingled
trust fund was based upon units of equal value referred to as units of
participation. Each unit of participation represented a proportionate undivided
beneficial interest in the total value of all investment contracts which were
held by the bank commingled trust fund. The number of units of participation
allocated to the Plan were determined by the Trustee on a monthly basis. The
crediting interest rate for all outstanding fixed-rate investment contracts was
.4881 percent as of December 31, 1997, and the average yield rate for such
contracts was 6.08 percent for the year then ended.
NOTE 4 - Concentration of Risk
The GIC fund consisted of a series of fixed-rate investment contracts
with various insurance companies. Although this fund contained a diversified
portfolio of investment contracts, the ultimate performance of the contract was
dependent upon the ability of the underlying companies to honor them.
NOTE 5 - Parties-in-interest
Certain of the Plan's investments are shares of mutual funds managed by
Putnam Fidicuary Trust Company, Trustee of the Plan, as defined by the Plan
Agreement. Therefore, these transactions qualify as party-in-interest
transactions for which a statutory exemption exists.
The company, who also qualifies as a party-in-interest, absorbs
substantially all of the administrative expenses of the Plan. Such transactions
with the company qualify for a statutory exemption.
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 has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
Date: June 29, 1999 By: /s/ Joe D. Cecil
---------------------
Joe D. Cecil
Vice President and Comptroller
11
<PAGE>
<TABLE>
<CAPTION>
MOLYCORP, INC. 401(K) RETIREMENT SAVINGS PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
(c)
Description of Investment
(a) (b) Including Maturity Date, (d) (e)
Identity of Issue, Borrower, Rate of Interest, Collateral, Current
Lessor or Similar Party Par or Maturity Value Cost Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
** Unocal Corporation Unocal Corporation Common Stock $ 4,894 $ 3,965
(135.845 shares)
* Putnam Investments S&P 500 Index Fund 2,189 2,603
(89.961 shares)
* Putnam Investments Putnam Low Volatility Fund 31,341 31,751
(2,470.916 shares)
* Putnam Investments Putnam Money Market Fund 30,506 30,506
(35,505.75 shares)
* Putnam Investments Putnam New Opportunities Fund 5,060 6,234
(173.499 shares)
------- -------
$73,990 $75,059
======= =======
<FN>
* Trustee for the Plan and, therefore, a party-in-interest for which a
statutory exemption exists.
** Sponser and employer, and therefore, a party-in-interest for which a
statutory exemption exists.
</FN>
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
MOLY CORP, INC. 401(K) RETIREMENT SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS (1)
FOR THE YEAR ENDED DECEMBER 31, 1998
(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>
Union Bank of Employee Benefit
California Investment Contrat Fund
(3) Purchased 72,185 shares
( 35 Transactions) 72,185 72,185 72,185
Unocal Corporation Unocal Corporation
(2) Common Stock
Purchased 280 shares
(7 Transactions) 10,247 10,247 10,247
Putnam Investments Putnam New
(3) Opportunity Fund
Purchased 107 shares
( 2 Transactions) 5,060 5,060 5,060
Putnam Investments Putnam Low
(3) Volatility Fund
Purchased 2,471 shares
(12 Transactions) 31,341 31,341 31,341
Putnam Investments Putnam Money
(3) Market Fund
Purchased 6,534 shares
( 15 Transactions) 6,933 6,933 6,933
Union Bank of Employee Benefit
California Investment Contrat Fund
(3) Sold 81,338 shares
( 17 Transactions) 81,338 81,338 81,338
Unocal Corporation Unocal Corporation
(2) Common Stock
Sold 1,355 shares
(1 Transaction) 46,759 41,923 46,759 4,836
Fidelity InvestmentsPuritan Fund
(3) Sold 215 shares
( 1 Transaction) 4,586 3,787 4,586 799
Putnam Investments Putnam Money
(3) Market Fund
Sold 41,241 shares
( 1 Transaction) 41,241 41,241 41,241
<FN>
(1) 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's net assets at the beginning of the Plan year,
with certain exceptions.
(2) Sponsor and employer and, therefore a party-in-interest for which a
statutory exemption exists.
(3) Trustree for the Plan and, therefore a party-in-interest for which a
statutory exemption exists.
</FN>
</TABLE>
13
<PAGE>
UNOCAL CORPORATION
EXHIBIT INDEX
Exhibit 23 Consent of PricewaterhouseCoopers LLP
14
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Unocal Corporation on Form S-8 (No. 33-65461) of our report, dated June 18,
1999, on our audits of the financial statements and supplemental schedules of
the Molycorp, Inc. 401(k) Retirement Savings Plan as of December 31, 1998 and
1997 and for the years then ended which report is included in this annual report
on Form 11-K.
PricewaterhouseCoopers LLP
Los Angeles, California
June 29, 1999
