Top candidates to buy Unocal operations would face hurdles.

The most logical candidates to acquire Unocal Corp.'s three refineries and network of 1,200 service stations could face serious antitrust problems, according to oil and legal experts.

El Segundo-based Unocal announced last week that it would transform its West Coast refining, marketing and transportation assets into a wholly owned subsidiary called 76 Products Co. by the end of 1996. Those assets currently account for nearly half the company's revenues.

Unocal also announced that it is looking at various options for the new subsidiary, including a joint venture, an initial public offering or an outright sale of the company.

76 Products will have 3,100 employees and $2.7 billion in assets, including three California refineries, 1,200 gasoline stations in six Western states, interests in various terminals and pipelines and a three-tanker marine fleet.

There is even speculation on Wall Street that downtown L.A.-based Atlantic Richfield Co. might be interested in buying Unocal's new subsidiary.

But one analyst, who chose to remain anonymous, dismissed that rumor as "ridiculous." Federal officials probably would not approve such a deal because of serious antitrust concerns, since Arco and Unocal account for large shares of the L.A. gasoline market, the analyst said.

The antitrust issue has sparked considerable disagreement among attorneys and industry analysts.

Paul Ting, oil analyst with Salomon Bros. in New York, said the Federal Trade Commission might look askance at major West Coast oil marketers that wanted to buy 76 Products - but those are precisely the companies that could achieve the best synergies through such a purchase. Most independent oil companies may be too small to buy as big an operation as the Unocal subsidiary, he said.

Robert P. Mallory, an antitrust lawyer with the Century City firm of McDermott, Will & Emery, agreed that the FTC or the Department of Justice would look very carefully at the deal if a major oil company opted to buy Unocal's West Coast assets. Federal authorities might allow a big oil company to buy the gas stations, but not the refineries, he said.

But antitrust attorney Robert Cooper with downtown L.A. law firm Gibson Dunn & Crutcher said an acquisition of the whole subsidiary by a large competitor is not out of the question.

When federal authorities decide whether to approve or prohibit a merger, they must consider whether the "combined entity has what amounts to the power to cause prices to go up market-wide," Cooper said. In recent years, federal officials have been more reasonable in approving mergers of big companies, he added.

Linda Sherry, a spokeswoman with Consumer Action, a San Francisco-based consumer group, agreed that federal authorities have been more likely in recent years to approve mergers of two companies that both have a major presence in the market.

An acquisition of one major oil company's assets by another major company is not going to benefit consumers in general, she said.

"Whereas before you might have two gas stations on the same corner having a little price war, you eliminate that (when the companies merge)," she said.

Arco spokesman Scott Loll said it would be premature to comment on whether Arco would be interested in buying Unocal's assets. "But we always look at all different options," he said.

Loll noted that the legal ramifications for any major oil company interested in buying a competitor the size of Unocal would be immense.

Bruce Lanni, oil analyst with Oppenheimer & Co., said the most likely scenario is that Unocal will takes its 76 Products subsidiary public. But there may be problems with an IPO, he said, because refining margins are low and investors may not be interested in the stock.