UCL

RESTATED CERTIFICATE OF INCORPORATION
OF
UNOCAL CORPORATION
(Originally incorporated on March 18, 1983)


FIRST: The name of this corporation is:

UNOCAL CORPORATION

SECOND: The name and address of the registered agent of the corporation
in the State of Delaware is:

The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle County, Delaware 19801

THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is eight hundred fifty million (850,000,000) shares,
consisting of seven hundred fifty million (750,000,000) shares of Common Stock,
having a par value of $1.00 per share, and one hundred million (100,000,000)
shares of Preferred Stock, having a par value of $0.10 per share.

The board of directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred Stock
in one of more series, and by filing a certificate pursuant to the applicable
law of the State of Delaware, to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to the certificate or certificates establishing the series of
Preferred Stock.

Pursuant to the authority vested in the board of directors by the
preceeding paragraph of this Article FOURTH, the following series of Preferred
Stock has been created, and the designation and amount thereof and the voting
powers, preferences and relative, participating, optional and other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof are as set forth in the exhibit attached hereto as
specified below and incorporated herein by reference:

Exhibit I Series B Junior Participating Preferred Stock
<PAGE>

FIFTH: New bylaws may be adopted or the bylaws may be amended or
repealed by a vote of seventy-five percent of the outstanding stock of the
corporation entitled to vote thereon. Bylaws may also be adopted, amended or
repealed by the Board of Directors as provided or permitted by law; however, any
bylaw amendment adopted by the Board of Directors increasing or reducing the
authorized number of directors shall require a resolution adopted by the
affirmative vote of not less than seventy-five percent of the directors.

SIXTH: The number of directors which shall constitute the whole Board of
Directors of the corporation shall be as specified in the bylaws of the
corporation, subject to the provisions of Article FIFTH hereof and this Article
SIXTH. The board is divided into three classes, Class I, Class II and Class
III. Such classes shall be as nearly equal in number of directors as possible.
Each director shall serve for a term ending on the third annual meeting
following the annual meeting at which such director was elected; provided,
however, that the directors first elected to Class I shall serve for a term
ending on the annual meeting next following the end of the calendar year 1983,
the directors first elected to Class II shall serve for a term ending on the
second annual meeting next following the end of the calendar year 1983, and the
directors first elected to Class III shall serve for a term ending on the third
annual meeting next following the end of the calendar year 1983. The foregoing
notwithstanding, each director shall serve until his successor shall have been
duly elected and qualified, unless he shall resign, become disqualified,
disabled or shall otherwise be removed.

At each annual election, the directors chosen to succeed those whose
terms then expire shall be of the same class as the directors they succeed,
unless, by reason of any intervening changes in the authorized number of
directors, the Board shall designate one or more directorships whose term then
expires as directorships of another class in order more nearly to achieve
equality of number of directors among the classes.

Notwithstanding the rule that the three classes shall be as nearly equal
in number of directors as possible, in the event of any change in the authorized
number of directors each director then continuing to serve as such shall
nevertheless continue as a director of the class of which he is a member until
the expiration of his current term, or his prior death, resignation or removal.
If any newly created directorship may, consistent with the rule that the three
classes shall be as nearly equal in number or directors as possible, be
allocated to one or two or more classes, the Board shall allocate it to that of
the available classes whose term of office is due to expire at the earliest date
following such allocation.

SEVENTH: The affirmative vote of the holders of not less than seventy-
five percent of the outstanding stock of the corporation entitled to vote shall
be required for approval if (1) this corporation merges or consolidates with any
other corporation if such other corporation and its affiliates singly or in the
aggregate are directly or indirectly the beneficial owners of more than ten
percent (10%) of the total voting power of all outstanding shares of the voting
stock of this corporation (such other corporation being herein referred to as a
"Related Corporation"), or if (2) this corporation sells or exchanges all or a
substantial part of its assets to or with such Related Corporation, or if (3)
this corporation issues or delivers any stock or other securities of its issue
in exchange or payment for any properties or assets of such Related Corporation
or securities issued by such Related Corporation, or in a merger of any
affiliate of this corporation with or into such

-2-
<PAGE>

Related Corporation or any of its affiliates; provided, however, that the
foregoing shall not apply to any such merger, consolidation, sale or exchange,
or issuance or delivery of stock or other securities which was (i) approved by
resolution of the Board of Directors adopted by the affirmative vote of not less
than seventy-five percent of the directors prior to the acquisition of the
beneficial ownership of more than ten percent (10%) of the total voting power of
all outstanding shares of the voting stock of the corporation by such Related
Corporation and its affiliates, nor shall it apply to any such transaction
solely between this corporation and another corporation fifty percent (50%) or
more of the voting stock of which is owned by this corporation. For the purposes
hereof, an "affiliate" is any person (including a corporation, partnership,
trust, estate or individual) who directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified. "Control" means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
person, whether through the ownership of voting securities, by contract, or
otherwise; and in computing the percentage of outstanding voting stock
beneficially owned by any person the shares outstanding and the shares owned
shall be determined as of the record date fixed to determine the stockholders
entitled to vote or express consent with respect to such proposal. The
stockholder vote, if any, required for mergers, consolidations, sales or
exchanges of assets or issuances of stock or other securities not expressly
provided for in this Article, shall be such as may be required by applicable
law. A "substantial part" of the corporation's assets shall mean assets
comprising more than ten percent of the book value of fair market value of the
total assets of the corporation and its subsidiaries taken as a whole.

EIGHTH: No action shall be taken by the stockholders except at an annual
or special meeting of stockholders. No action shall be taken by stockholders by
written consent.

NINTH: Special meetings of the stockholders of the corporation for any
purpose or purposes may be called at any time by the Board of Directors, or by a
majority of the members of the Board of Directors, or by a committee of the
Board of Directors which has been duly designated by the Board of Directors and
whose powers and authority, as provided in a resolution of the Board of
Directors or in the by-laws of the corporation, include the power to call such
meetings, but such special meetings may not be called by any other person or
persons; provided, however, that, if and to the extent that any special meeting
of stockholders may be called by any other person or persons specified in any
provisions of this Certificate of Incorporation or any amendment thereto, then
such special meeting may also be called by the person or persons, in the manner,
at the times and for the purposes so specified.

TENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred on
stockholders herein are granted subject to this reservation. Notwithstanding the
foregoing, the provisions set forth in Articles FIFTH, SIXTH, SEVENTH, EIGHTH,
NINTH and this Article TENTH may not be repealed or amended in any respect
unless such repeal or amendment is approved by the affirmative vote of the
holders of not less than seventy-five percent of the total voting power of all
outstanding shares of voting stock of this corporation.

-3-
<PAGE>

ELEVENTH: A director of the corporation shall not be personally liable
to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended
after approval by the shareholders of this article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or modification.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
only restates and integrates and does not further amend the provisions of the
corporation's Restated Certificate of Incorporation as heretofore amended or
supplemented, there being no discrepancy between those provisions and the
provisions of this Restated Certificate of Incorporation except as permitted by
Section 245 of the General Corporation Law of Delaware, having been duly adopted
by the corporation's Board of Directors in accordance with Section 245 of the
General Corporation Law, has been executed by its duly authorized officer as of
the 31st day of January, 2000.


UNOCAL CORPORATION

By: /s/ DENNIS CODON
----------------
Name: Dennis P.R. Codon
Title: Vice President