Filed by Unocal Corporation
                         Pursuant to Rule 425 under the Securities Act of 1933

                                        Subject Company:  Pure Resources, Inc.
                                                 Commission File No. 001-15899
                                                     Dated:  September 5, 2002


ON SEPTEMBER 5, 2002 UNOCAL CORPORATION MADE THE FOLLOWING TRANSCRIPT
AVAILABLE ON THE INTERNET AT WWW.UNOCAL.COM




                 LEHMAN BROTHERS CEO ENERGY/POWER CONFERENCE
                        WALDORF ASTORIA, NEW YORK CITY
                         WEDNESDAY, SEPTEMBER 4, 2002

                              UNOCAL CORPORATION
                            CHARLES R. WILLIAMSON
                               CHAIRMAN AND CEO

MR. WILLIAMSON:
Thank you all for coming to hear about the Unocal story. I'm going to be
brief. I know you've been saturated probably with presentations already this
morning. I would just like to say a few words, before we start in with the
slides, about Unocal and where we are in our evolution, if you will. I think
Unocal is a company that has a very good set of operating producing assets
that we've built over many, many years, primarily in Thailand, Indonesia, the
Gulf of Mexico, and the United States. We also have an extraordinary set of
expanding opportunities, which I want to illustrate to you this morning.

If there's anything I can say in terms of investor interest in the company,
we've had a long history of success with our international operations and
continue to grow that business. Our North American operations have not grown
as rapidly, and what I want to focus on partly today is, I will touch on the
international operations, but talk about some of the exciting things we are
doing in North America to try to improve our North American performance as
well.

So I'll skip through some of the slides. Some of them are in the book that I
won't refer to and some of them that I will.

This simply is a snapshot of our existing portfolio of exploration production
assets. As I said, we have very established legacy assets. We are one of the
larger cap E&P companies, primarily in North America, Thailand, Indonesia,
and a new addition is Azerbaijan. As you will see it becomes an increasingly
important part of our growth over the next several years, from the oil
project we're the second-largest interest-holder in Azerbaijan.




We also have some new deepwater oil developments as a result of our
exploration success over the past years, particularly in Indonesia and the
deepwater Gulf of Mexico, and some very large Asian gas discoveries,
particularly this year.

We've continued to find more and more gas and oil in deepwater Indonesia and,
of course, Thailand is big business for us; Bangladesh is becoming one, and
Vietnam also is an emerging business for us.

Leveraged exploration programs, primarily in deep-shelf Gulf of Mexico, is a
very important program for us late this year and all of next year. I'll talk
about that. And deepwater Indonesia and the Gulf of Mexico we'll be
reinvigorating our Gulf of Mexico deepwater program here, beginning later
this year and on into next year.

Just by way of reminder, when I compare us to our other competitors in terms
of our large cap independence, I do think we are unique in terms of our
international portfolio. We know how to build international businesses. We've
done it for a long time, and we've been very successful with it.

We also have more than 10 trillion cubic feet of unbooked large Asian gas
resource, that we'll talk about, in various places that will become the
future of the company; a very important part of the growth of this company.
We are the tenth largest gas producer in the Lower 48, and we continue to try
to build on that position. And I think we've had a long history of
third-party benchmarking of being a low-cost producer and certainly a
low-cost driller and safe driller in the industry. More importantly probably
than anything, we are not satisfied with our shareholder performance. We
think we can do better, and we are going to show you some of the things that
we are undertaking in order to improve the shareholder performance.

If we go to the next slide.  I will talk briefly on our financial
projections. Our adjusted earnings per share basis shows $1.70 to $1.90. This
is within the guidance that we issued previously. Our earnings should be
about in that guidance range. Our production, we put a press release out
today, will be slightly down in the third quarter from what we expected, but
we still expect to finish the year at between 480,000 barrels of oil
equivalent a day and 490,000 barrels of oil equivalent a day. There's some
details in the press release.  We've had some operational issues in the third
quarter. Importantly, we've been able to maintain our debt-to-market cap on
our balance sheet, and we will intend to do so even with the large
developments we are undertaking going forward.

I put this slide up at the beginning of the year in terms of expectations
that we needed to meet for this year. We have five major new developments
that are on schedule; I am pleased to say all of them are on schedule and on
budget.

AIOC is the Azerbaijan project. West Seno is on line in April 2003, scheduled
to be. Mad Dog, where BP is the operator, has now been sanctioned under
development, And the last two are projects in Thailand; they are now online.

The second prong of the strategy this year was to make sure we successfully
appraised some of our discoveries from last year. I will show you Trident.
We've drilled one successful appraisal well and have another one planned
shortly. Ranggas, in Indonesia, we've now drilled five appraisal wells, very
successful. South Kenai Gas; we've put a couple more wells down. All of those
projects are proceeding well.




We continue to ramp up our exploration at the end of the year and on into next
year in deepwater Indonesia, Gulf of Mexico shelf, and deepwater Gulf of Mexico.

I will just touch on some of the Asian gas projects. We don't have time to go
through them all.  You can see we have a broad portfolio. What I now want to
do is hit the international operations first. I will talk briefly about
Indonesia, Thailand, and Azerbaijan, particularly, and a little bit on
Vietnam.

You can see we produce nearly 900 million cubic feet a day and 70,000 barrels
of oil a day internationally, with a large reserve base of 1.121 million
barrels of oil equivalent.

Our main area we will go to first will be in Indonesia. I have two slides to
illustrate some of the activities there and what's ahead in Indonesia.  We've
had a lot of successes, as most of you know, in terms of the deepwater. On
this map, in gray, is the deepwater acreage with the discoveries we've made
at West Seno field, which will be online next year; Ranggas field, which is
under appraisal; and then large gas discoveries in the south, of which two
are shown here at Gula and Gendalo. I will update you on what we've been
doing there in the last year or so.

This is a very important area for us in terms of continuing to explore and
continuing to develop new projects to feed our production over the next
several years in Indonesia. We have had a lot of success in the north finding
oil and gas; gas in the south. What we haven't done successfully is drilled
deep enough to test some of the deeper oil potential in the south and some
more prospects to the north. We will continue the program. Beginning next
year, we will have probably another 250 or 260 days of deepwater drilling in
Indonesia, a combination of exploration and appraisal on our existing
discoveries.

Some of the smaller discoveries shown here, Merah Besar and Bangka, we will
probably also be developing, after West Seno, with satellite-type
developments.

In the south, it's been a very phenomenal year--frankly, for us, for the last
two years--with the drill bit and gas in Indonesia. We found somewhere on the
order of -- resource potential, you can see between these fields -- probably
more than 10 TCF on the high side of gross resource potential. We have a
large working interest in all these blocks. In the gas, mostly 80 percent; in
some of the oil, 90 percent. So this is a very important growth area for the
company.

What we've done in terms of gas, as you can see, in Gendalo and Gandang,
we've now drilled five wells. Most of this is in water depths of between
4,000 and 6,000 feet.  It's in a fairly benign environment. This is gas that
will ultimately go to Bontang, the LNG plant, the world's largest LNG plant,
but the market capacity there is mostly 2011 and beyond, nearly 3.6 BCF a day
for capacity in the plant. So we know we will earn a large piece of that
market share. What we are working on right now is trying to find ways to
accelerate the development of the gas by bringing it in and substituting it
for existing gas contracts on the shelf. We haven't made those decisions yet,
but I can assure you we are doing a lot of work on them.

I will tell you these are just phenomenally good reservoirs. We've had one
zone in there that we've just recently tested at 36 million a day. It
probably has a TCF just within a single reservoir. These are large features
in truly a world-class gas province. Next year we will drill some more wells
up in Gula and begin to certify some of this



gas, so we will be able to earn our position in the Bontang packages as we go
forward.

So this is a very important part of the growth of the company going forward.
We continue to pace our capital investment with the market and develop the
oil as soon as we can find the oil and get it on line.

The Ranggas appraisal, as I said, is a mix of oil and gas. We have drilled
five appraisal wells, a discovery well. We will be drilling another appraisal
well early next year, and then we hope to bring that to commerciality
sometime next year with a plan of development. We will tell you more details
about that when we have the plan of development scoped out. But we've had
five very successful appraisal wells with a combination of oil and gas, which
we've previously reported on.

So that's Indonesia, and I think it's important to leave you with the
impression of Indonesia. Not only is it a giant gas province for us in the
future, we think we are going to have a queue of oil and gas development
projects from 2003 onwards to fill in some of that space and help our
production profile.

The second area I want to shift to is in Azerbaijan, internationally.
Azerbaijan is, as all of you know, a world-class oil province. BP is the
operator in this AIOC project. We are the second-largest interest holder. We
are currently producing about 130,000 barrels a day gross from that; we have
about a 10 percent-plus interest in it.
The news in Azerbaijan for us has been to sanction the Phase I and soon Phase
II and the main export pipeline. And you can see the implications in terms of
Unocal. Our production will rise from about 13,000 barrels of oil per day to
over 80,000 barrels of oil per day by 2008.

If you look at the implications in terms of reserve adds over the next few
years, this is low-cost F&D; this is a large oil field that just keeps
getting bigger. You can see the reserve estimates on there. And again, the
net production should grow and improve our earnings margin of $7.50 a barrel;
it climbs up to nearly $10 a barrel with full field development.

So this is a part of the portfolio I think that sometimes is underappreciated
in our stock price. But it is real; it has been sanctioned.  The main export
pipeline is now approved and entering the financing stage. So Azerbaijan,
like Indonesia, will be an important part of our international growth going
forward.

If you look to Thailand, which has long been a very strong business for us.
I'm getting ready to go over there in a few weeks and we will celebrate our
40th anniversary in Thailand. We have built a very strong business there over
the years and been one of the primary suppliers, certainly, of energy in the
country for the government. A lot of things have happened in Thailand over
the last few years in terms of our future there, but I can tell you it's a
pretty steady-state business with some nice incremental growth over the next
few years.

This past year we brought on a new project in Pailin. We brought on an oil
project in Yala/Plamuk; it's now producing 16 to 18 thousand barrels of oil
per day gross. Pailin is about 135 to 180 million cubic feet a day gross.




We drilled in Arthit and found probably the next major development in
Thailand this past year, which will be several TCF of gas. And we are also
working across the border in Vietnam.

Thailand's also become the hub for the Myanmar gas. We are a participant in
the Yadana gas in Myanmar; we are a 28-percent working interest holder, and
that now is producing on the order of 880 million cubic feet a day gross of
all the partners from Myanmar coming into the Thai market.

So the message on the Thai market for us is it's a very important part of our
business, a large part of our volume. It doesn't have huge growth, but it has
steady growth. You can see our forecast in terms of net Unocal and BOE. You
can see we've continued, despite the Asian crisis, to grow our volumes there.

The Kingdom of Thailand has wisely shifted much of their energy dependence to
gas. They have deferred some of the coal-fired power plants, and they are
very, very satisfied, I think, with the relationship the gas suppliers have
had in terms of power generation. So this becomes, as I said, not a large
growth part, but a very steady piece of our growth going forward
internationally. And we have new projects in the queue beyond 2003.

I've put this slide in, a little bit of technical detail, just to show what
the power market has done in Thailand.  Eighty to 90 percent of our gas goes
to power generation. If you go to 1999 and forward to 2002, you can see that
power consumption has continued to grow steadily; it's about 5-1/2 percent
year-on-year growth from last year, and this continues to drive the market
for our gas and the other suppliers of gas in the region. So we think this is
a good long-term business for us. It will continue to be a very healthy part
of the company going forward. There's something like 1,500 to 2,000 megawatts
required by 2007, so power generation and power capacity is continuing to
increase in the kingdom as it's being built, and we expect gas to increase 3
to 5 percent a year going forward.

Just to mention, in Vietnam, this maps shows, right across the border from
Arthit, a project we have going on; we have a very successful drilling
campaign in Vietnam. This is long term; first production 2007 and beyond. We
have pretty much established the resource and the gas, and what we are trying
to do here is emulate the kind of market development we went through in
Thailand. We are working closely with Petro Vietnam and EVN to do that with
the infrastructure on shore. So this is not something we are spending a lot
of money on, but it's an important part of the future of building another gas
business.

There's two more slides in the book I'm not going to talk about that are very
similar.  Bangladesh, where we currently produce gas in the country
domestically. We are trying harder to get an export decision this year. Then,
finally, China; something we have not signed, but a project that we are in
negotiations on to be 20 percent interest-holder in a large offshore gas
development in China where much of the resources have already been initially
explored for.

So all of these Asian projects, when you sum-total them, on the international
side, leave us with a 10 to 20 TCF-equivalent on a net basis of resource
potential that we really haven't booked, nor have we monetized. And this is a
large part of our effort in Asia right now, an existing production, but we
are also trying to accelerate the monetization of these.




So in summary on our international operations, before I move to North
America, we do have very strong, healthy producing operations. We've had very
good margins in international operations, and have had for some time. We've
been able to maintain our cost structure; and the resource potential, like
you see here, is enormous. It really is a large part of the growth potential
of the company.

I'm going to switch now and talk about North America. As I mentioned, we are
a very large gas producer in North America and, you can see from this map,
mostly in the Gulf of Mexico offshore; some onshore.

We have a 65-percent interest in Pure, a 16 percent interest in Tom Brown,
and then a subsidiary in Canada, previously called Northrock, and an interest
in Alaska. You can see our production numbers and reserve basis there.

The challenge in North America is considerably different for us than
international. It's been difficult for us to maintain our production volumes.
We keep focusing on gas; we've tried to hold it as level as we can, but it
has very rapid decline rates and is a very cost-intensive environment. So a
lot of our focus in North America is on maintaining our volume, moving out
into the deep water, and continuing to add new projects like that, and
focusing on our margins and keeping our cost structure competitive.

There's a slide or two in the book I'm not going to go through that talk
about some of the steps on improving our margins in North America, but I
think the summary slide on this next one shows you some of the things I think
are necessary for us to keep a sustainable and very profitable business in
North America and, particularly, the Gulf of Mexico.

We have a very active deep-shelf exploration program, which I'll illustrate
here in a minute. It's very important for us to add some larger reserve sizes
to our portfolio, and that's just picking up full speed. We'll have two to
five rigs running the rest of this year and most of next year. We are looking
for larger prospects there.

We have a deepwater exploration program in the Gulf of Mexico. As I said, we
took about a year off. We are ready now to come back with a very rich
inventory of some of the ultra-deep, large, big-hit potential oil projects.

We have to keep divesting and selling, as well as doing some acquisition.
We've been doing a lot of asset acquisitions. We also have some tails that we
want to sell off that are lower returns.

We've long been a good driller; we really have to work hard on our
completions, particularly in these deeper and tighter rocks, and we have some
efforts aimed at that.

We've taken some steps recently in terms of reducing our cost structure in
the Gulf of Mexico via staff reductions, shared resource groups, and a whole
host of cost-cutting initiatives that we have to continue and are continuing
now in Alaska. So we are working hard to improve our margins, and that's
where I think some of the upside remains in this portfolio for us.




The deep shelf is a very important program. We've spent the better part of 18
months with a dedicated group generating a large inventory of prospects below
15,000 feet. This map shows a few of those. We are now drilling on Corky, and
I think about to spud on Andesite.

We will have a portfolio like this over the next 18 months that's
continuously replenished, and, as I said, with two to five rigs running
continuously. We are putting on the order of $60 to $70 million a year into
this program. It will be a very important program for our future North
American production, and we will keep you posted as we go. The message is we
are really just starting an intense part of
the program that will last a month or so.

As we move into deepwater, as I said, we were very active in deepwater
through two different campaigns. We discovered Trident the year before. We
are now in the process of appraising Trident. I will show you a map of that
in just a moment; that's the Alaminos Canyon deepwater discovery. We
participated as a 12-1/2 percent interest-holder in the K-2 appraisal that
was just announced here yesterday or the day before by Anadarco and Agip. So
that will probably be in the development queue.

We are proceeding with the Mad Dog development. The Mirage discovery is a
smaller satellite the BP operates that we would like to see put into the
queue; it's not in the queue right now.

But more importantly, going forward, what we want to focus on is this coming
year.  Starting about either October or November, we will drill the Trident
appraisal well, then take the deepwater rig that we've contracted to
discover, and we have three to five prospects, maybe more, that we will be
going after in the ultra-deep, mostly in and around Green Canyon, Walker
Ridge, and Mississippi Canyon. So we are trying to focus in the areas near
the major discoveries, in and around the Tahiti area particularly. We have a
very rich inventory of projects there. I will just give you a map that
highlights a few of them.

This is the Trident discovery. Simply to say, we will spud the well. I don't
know exactly when, but sometime in October/November when we get the rig back.
And you can see, we've already drilled one hole to the north; we have the
hole to the south to be drilled. There are some details in the book about
this. But this will be important in terms of reservoir continuity of a 200 to
400 million-barrel accumulation that we are looking at.

Importantly, there has been activity from Shell, drilling on Great White, the
prospect to the northwest there, and some indication there will be some other
drilling in and around Alaminos Canyon. If you looked at the last lease sale,
there's been some active leasing here as a result of these discoveries.

So our issue on Trident is really around; we'll get successful appraisal
wells, I'm confident on this, next time. But what we are trying to figure out
is how much it's worth for early development versus waiting on some
competitors around us to see what infrastructure is available for
larger-scale development. This is in 9,800 feet of water. It's not a subsalt
development, but it's a fairly simple structure, and we think that this will
be developed, and it will be commercial. It's all a matter of what's the best
way to get the most value out of the discoveries. So we will drill one more
well




and probably pause for a while and watch the competitor activity and
come up with our development plans.

I mentioned all the other prospects. I don't have time to touch on all these,
except to say in and around the Tahiti and Mad Dog area, we have a whole host
of ultra-deepwater acreage, and some acreage in the primary basins. We have
an inventory of prospects here that are on the range of 200 to a billion
barrel size. We think we've learned a lot over the past year from industry,
as well as our own drilling program, and are prepared to go into programs
here, probably 30 to 50 percent working interest, and on the order of the
budget I put on the previous slide. So we will have an active program here
starting probably right at the end of the year and early into next year and
through all of next year, back to exploring in the deep water for some pretty
exciting-looking prospects.

I encourage you all to come -- we have a show scheduled October 8th where we
will spend a half-day walking through our prospect inventory and what are
some of our firmer plans are for the next few years in Los Angeles, and we
invite you to that. We can talk about those more fully.

The other thing I would like to mention on North America, aside from the Gulf
of Mexico deep shelf program and the deepwater program, is we recently -- in
fact, tomorrow the offer will go out, the tender offer, for Pure; we own 65
percent of Pure Resources. You can see their production reserves on here. We
are making an offer for the other outstanding 35 percent of the shares. I'm
not going to go through the details of that; as I said, the S-4 will come out
tomorrow.

This is a logical time for us. A lot of things have happened to Pure over the
past few years that have built a stronger portfolio with the drill bit as
well as acquisitions. We like having this onshore longer R/P gas in our
portfolio, and we think there are some real advantages in combining it back
with Unocal now in continuing to do some of the work in the Permian Basin.

We are working on putting out a new production profile, and we will show that
in October. But just look at some of the projects I mentioned and where will
our production growth come from over the next several years.

And Indonesia deepwater, I think I mentioned; all these projects on there,
several of these are under development. West Seno is under development;
Ranggas is under appraisal; Banka and Merah Besar have been appraised. So we
have a few already. We think we will have some additional discoveries.

Azerbaijan, as I mentioned earlier, Phases I and II, the full field
development, becomes a very important part of our oil production growth. The
Gulf of Mexico deepwater, all of those projects there, again, are in the
development queue, and the Gulf of Mexico deep shelf is very important.

So our production growth, frankly, will hinge largely on the success we have
in the deep shelf for the incremental growth off of the Gulf of Mexico shelf
production. And that program, as I said, is just really getting initiated in
the last few months.

In Thailand, there is some market development there. There is a possible
third pipeline by 2006. Between 2002 and 2006, you will see that there is
additional pipeline capacity of 50 to a 100 million cubic feet a day that we
are the swing




producer on, so you will see that we capture some of those
sales in Thailand over the next few years as well.

In China, we would very much like to get this project signed and online
because this is something the Chinese are in a big hurry on for getting
production on in, they say, 2004. That's probably a little bit optimistic.
But a lot of the wells have already been drilled.

So we do have a pretty good-looking production profile going forward, but
what we need to do is focus, as I said, in 2003 on the Gulf of Mexico, this
deepwater exploration program. We need more discoveries in the ultra-deep
water to keep the development queue full, and this full year of the
deep-shelf exploration program is important to our success.

In Indonesia, we will have West Seno on; that will be part of our production
growth next year. Ranggas, we would like to get into the development queue.
As I said earlier, we have a lot of exploration left to do in Indonesia for
the deeper oil.

I think it's important in Asia and Indonesia to understand that we've really
only drilled about 10,000 feet below the mud line in almost all of our wells
because of the rig capacity. So we have a lot of potential section left to
drill, and we will probably bring in a different kind of rig to drill that
deeper section and test it for oil.

In Thailand, we talked about a fairly stable business with a several-percent
growth rate; that will continue. That's a very good margin business for us,
and it's been a great cornerstone for us in Asia, Azerbaijan, and, finally,
some of the long-term Asian gas projects, which I really, quite frankly, just
touched on.

So that's a glimpse of our portfolio. I ran through it quickly, but
purposely. I think what you want to watch for are these things on the last
two slides. These will be some of the catalysts. It's important for us to
continue to have exploration success, and it's also important for us to
continue to execute on all of the production operations in the large
developments we have in the queue, and that's what we are focused on.

I'm going to stop, because I've talked a lot, and open it up for questions,
if we have time.

PARTICIPANT:  (Inaudible.)

MR. WILLIAMSON:  I will just repeat the question.

Would I go through the management thought process for spinning off Pure two
years ago and bringing it back now?

I won't go through it all; it's actually outlined in the S-4 that you can
read through tomorrow. But let me just say a few things have changed that I
think are important.

When we spun that off, we had roughly $300 million worth of assets that we
were having trouble ourselves growing. We felt that Pure was a much more
savvy and independent and entrepreneurial operator, and very successful in
the Permian Basin. So rather than sell the properties, we chose to combine it
with a greater entity. They have done a great job, frankly, through the
acquisition and drill bit of growing it to a




size that's more material to us. We've changed our fundamental view on gas
prices from a few years ago, so we like the additional exposure to gas. We also
think they have gotten big enough, frankly, that there are some synergies that
we can now extract. They have moved into the offshore; we are in the offshore.
So there's a host of reasons; I'm hitting some highlights. But we think it's
logical right now to again make this offer for Pure and combine it with Unocal
and use it as a platform for our offshore as well.

PARTICIPANT:  (Inaudible.)

MR. WILLIAMSON:  I don't think I can repeat that question; it's a long
question. I think the gist of it was:  In our offer for Pure, what are we
considering to build the net asset value -- to reach a net asset value, and
are we considering the 6 million acres because of the fee minerals position?

Let me give you the short answer. I'm not going to talk a lot about Pure, as
you can well imagine. It will be in the tender offer tomorrow.

But I will say that the things we are most interested in in Pure are the deep
gas potential there in the Permian Basin, the Devonian and Montoya plays they
have taken up and taken good acreage positions in.

There will be parts of their portfolio that we will divest because they are
simply not as material for us, nor do they fit as well. And we like the
flexibility, frankly, of being able to reallocate capital within the greater
Unocal versus Pure, plus the synergy side.

So there's ways, without getting into the detail of the net asset value, that
we think we can realize some value gain for our shareholders as well.

We think the offer is fair for Pure shareholders; we can argue about that a
long, long time. The 6 million acres fee land, we are perfectly aware of; we
don't have any firm plans for that, so I can't comment on that.

PARTICIPANT:  (Inaudible.)

MR. WILLIAMSON:  Without restating the question, the minority interests of
Pure shareholders don't have the same put option as some of the senior
management of Pure does, and so what's the compensation?

I won't answer that, other than to simply say that we understand that the put
option and the Pure management structure is what it is. And we made an offer
on the basis of total fairness to the shareholders on both sides, and you
will have exchangeability with the Unocal shares.

I would rather not go on with Pure. We'll let that one go and take another
question, if there are any others.

PARTICIPANT:  Where do you expect your ratings to end up with (inaudible)?

MR. WILLIAMSON:  The question is where do we expect our credit ratings to end
up, and what are the key issues there.




I think the key issues are the same as they are with any company; it's cash
flow, coverage, and what you think the price of commodities will be. We are
now, with Moody's, BBB+. We expect to stay BBB+. That's the shortest answer I
can give you.

The issues there are how much capital our developments take in the future
versus our production growth, and we're working with them right now. But we
remain BBB+, and we are pretty confident we can maintain that.

PARTICIPANT:  So you don't think you will need to sell assets or issue more
equity or anything?

MR. WILLIAMSON:  No, not with our current plans, we do not need to. And
that's what we want to make sure, that we don't get over-leveraged. I'm very
careful about that, and our CFO is more careful about that, which is good.

Any other questions?  If not, thank you very much.


                                  * * * * *

Additional information and where to find it

     In connection with Unocal's exchange offer for shares of Pure Resources,
Inc. (Pure) common stock that it does not already own, Unocal has filed its
Registration Statement on Form S-4 and a Schedule TO with the Securities and
Exchange Commission (SEC). Investors and stockholders are able to obtain
free copies of these documents through the SEC's web site, WWW.SEC.GOV.  For
additional information on the exchange offer or copies of any of the offering
materials, stockholders may contact D.F. King & Co., Inc., at 800-769-6414.
In addition, Merrill Lynch is the dealer-manager for the exchange offer and
may be contacted at 866-276-1462.
     In addition to the Registration Statement on Form S-4, Schedule TO,
prospectus and related exchange offer materials, both Unocal and Pure file
annual, quarterly and special reports, proxy statements and other information
with the SEC.  You may read and copy any reports, or other information filed
by Unocal or Pure at the SEC public reference room at 450 Fifth Street, NW,
Washington, D.C. 20549, or at any of the SEC's other public reference rooms
in New York City, N.Y., and Chicago, Ill.  Please call the SEC at
800-SEC-0330 for further information on the public reference rooms.  Unocal's
and Pure's filings with the SEC are also available to the public from
commercial document-retrieval services and at the SEC web site.

                                  * * * * *

This transcript contains certain forward-looking statements about future
business transactions involving Unocal and Pure.  These statements are not
guarantees of future performance and involve certain risks and uncertainties
that are difficult to predict. The statements are based upon Unocal's current
expectations and beliefs and are subject to a number of known and unknown
risks and uncertainties that could cause actual results to differ materially
from those




described in the forward looking statements. Actual results could
differ materially from what is expressed or forecasted in this news release.
Those risk factors are discussed in the Unocal and Pure Annual Reports on
Form 10-K and subsequent reports that have been filed by the companies with
the U.S. Securities and Exchange Commission.

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