When submitted to cyclic shearing, loose dry sand densifies, and undrained saturated sand may liquefy. Based on energy considerations, a unified theory for densification and liquefaction of a homogeneous sample of cohesionless sand is proposed. It is observed that these phenomena involve rearrangement of grains in microscale, requiring an expenditure of a certain amount of energy, which increases as the void ratio approaches its minimum value and decreases as the excess pore water pressure increases. On the basis of rough estimates, explicit relations are developed for both the densification and liquefaction phenomena, and the results are applied to predict relevant available experimental data.