As filed with the Securities and Exchange Commission on April 29, 1996
                                             Registration No. _________

=======================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                      -------------------------           
                               
                              FORM S-8
                               
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                     --------------------------             
                               
                  OCCIDENTAL PETROLEUM CORPORATION
        (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
                               
                               
           DELAWARE                          95-4035997
  (STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)       IDENTIFICATION NO.)
                               
                                            
                               
    10889 WILSHIRE BOULEVARD                    
    LOS ANGELES, CALIFORNIA                         90024
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)     (ZIP CODE)
    
                               
                 OCCIDENTAL PETROLEUM CORPORATION
       1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                     (FULL TITLE OF THE PLAN)
                               
             DONALD P. DE BRIER, ESQ., GENERAL COUNSEL
                 OCCIDENTAL PETROLEUM CORPORATION
                     10889 WILSHIRE BOULEVARD
                      LOS ANGELES, CALIFORNIA
                          (310) 208-8800
   (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                        AGENT FOR SERVICE)
                               
                  CALCULATION OF REGISTRATION FEE
                               
======================================================================= 
                           Proposed              
                           Maximum       Proposed         
 Title of                  Offering      Maximum        
Securities      Amount      Price        Aggregate         
   to be        to be        Per         Offering         Amount of
Registered    Registered   Share(1)      Price(1)      Registration Fee
- -----------------------------------------------------------------------
  Common                                               
Stock, $.20                                            
 par value    50,000(2)    $27.00     $1,350,000.00        $466.00
(including                                
 Preferred
   Stock
 Purchase
  Rights)
=======================================================================  
(1) Estimated pursuant to Rule 457 solely for the purpose of 
    calculating the amount of the registration fee based  on  
    the  average  of  the  high and low price for the Common 
    Stock on April 23, 1996.

(2) Includes  an  indeterminate  number of additional shares  
    which  may be necessary to adjust the  number  of shares  
    reserved  for  issuance  pursuant  to  the  plan  as the 
    results  of  any  future stock split, stock dividend  or
    similar  adjustment  of  the outstanding Common Stock of 
    the Registrant.



<PAGE>
                            PART II
                            -------

        INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  are  hereby  incorporated  by
reference in this Registration Statement:

      (a)  The  Annual  Report  on  Form  10-K  of  Occidental
Petroleum  Corporation ("Occidental" or the "Registrant")  for
the year ended December 31, 1995;

      (b)  Current  Reports  on  Form  8-K,  dated January 24, 
1996, April 19, 1996 and April 22, 1996; and

      (c)  The  descriptions  of  the  Common  Stock  and  the
Preferred  Stock Purchase Rights contained in the Registration
Statement on Form 8-B, dated June 26, 1986 (as amended by Form
8,  dated  December 22, 1986, Form 8, dated February 3,  1988,
Form  8-B/A, dated July 12, 1993, Form 8-B/A, dated March  18,
1994, and Form 8-B/A, dated November 1, 1995 and including any
amendment  or  report filed for the purpose of  updating  such
descriptions  subsequent  to the  date  of  this  Registration
Statement).

      All  documents filed by the Registrant or the Occidental
Petroleum  Corporation 1996 Restricted  Stock  Plan  for  Non-
Employee  Directors (the "Plan") pursuant to  Sections  13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended,  after  the  date hereof prior to  the  filing  of  a
post-effective  amendment which indicates that the  securities
offered  hereby  have  been  sold  or  which  deregisters  the
securities covered hereby then remaining unsold, shall also be
deemed  to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of delivery of
such   documents.   Any  statement  contained  in  a  document
incorporated or deemed to be incorporated by reference  herein
shall  be deemed to be modified or superseded for purposes  of
this  Registration Statement to the extent  that  a  statement
contained herein, or in any other subsequently filed  document
that  also  is  or is deemed to be incorporated  by  reference
herein,  modifies  or  supersedes such  statement.   Any  such
statement  so  modified or superseded  shall  not  be  deemed,
except  as so modified or superseded, to constitute a part  of
this Registration Statement.


ITEM 4.   DESCRIPTION OF SECURITIES

      Not applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

      The  validity  of  the Common Stock registered  pursuant
hereto  has  been passed upon by Linda S. Peterson,  a  Senior
Counsel  of  the Registrant.  Ms. Peterson beneficially  owns,
and  has  rights to acquire under employee stock  options,  an
aggregate of less than 1% of the outstanding shares of  Common
Stock of Occidental.

                                 2

<PAGE>



ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section  145  of  the Delaware General  Corporation  Law
authorizes  a  court  to  award, or a corporation's  board  of
directors to grant, indemnity to directors and officers  under
certain  circumstances for liabilities incurred in  connection
with   their   activities   in  such   capacities   (including
reimbursement  for expenses incurred).  Occidental's  Restated
Certificate  of  Incorporation, as amended, provides  for  the
elimination of personal liability of its directors to the full
extent  permitted by the Delaware General Corporation Law  and
Occidental  has  entered into indemnification agreements  with
each  director  and certain officers providing for  additional
indemnification.    Article  VIII  of   Occidental's   By-laws
provides   that  Occidental  shall  indemnify  directors   and
officers  under  certain  circumstances  for  liabilities  and
expenses  incurred  by  reason of  their  activities  in  such
capacities.   In  addition, Occidental has insurance  policies
that  provide  liability  coverage to directors  and  officers
while acting in such capacities.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.


ITEM 8.   EXHIBITS

  4.1  Restated  Certificate  of Incorporation of Occidental,
  together  with  all  certificates amendatory thereof  filed
  with  the  Secretary  of State of Delaware through December
  23,  1994  (incorporated by  reference to Exhibit 3.(i)  to
  Occidental's  Annual  Report  on Form 10-K for  the  fiscal
  year ended December 31, 1994).
     
  4.2  By-laws of Occidental, as amended through December 15, 
  1994  (incorporated  by  reference  to  Exhibit  3.(ii)  to  
  Occidental's  Annual Report on Form  10-K  for  the  fiscal 
  year ended December 31, 1994).
     
  4.4  Rights  Agreement,  dated  as  of  October  17,  1986,
  between  Occidental  and The Chase Manhattan Bank (National
  Association),  as  the  initial  Rights   Agent  thereunder
  (subsequently  replaced  by  Chemical  Bank,  as  successor
  Rights   Agent),  together   with   the  form   of   Rights
  certificate  (incorporated  by reference to Exhibit 4.1  to
  Occidental's Current Report on Form 8-K, dated  October 17, 
  1987).
     
  5.1  Opinion of Linda S. Peterson, Esq.
     
 23.1  Consent   of  Linda S. Peterson, Esq.   (Included   in
 Exhibit 5.1).
     
 23.2  Consent of Arthur Andersen LLP.
     
 24.1 Power of Attorney (Reference is hereby made to page 5).
     
 99.1  Occidental  Petroleum   Corporation  1996   Restricted
 Stock Plan for Non-Employee  Directors, effective  April 26, 
 1996.
     
 99.2  Form  of  Restricted Stock Agreement  under Occidental
 Petroleum  Corporation  1996  Restricted Stock Plan for Non-
 Employee Directors.
     
                                  3

<PAGE>
     
ITEM 9.   UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

           1.   To file, during any period in which offers  or
sales  are  being  made, a post-effective  amendment  to  this
registration statement:

                (a)   To  include any prospectus  required  by
Section 10(a)(3) of the Securities Act;

                (b)  To reflect in the prospectus any facts or
events  arising  after the effective date of the  registration
statement   (or  the  most  recent  post-effective   amendment
thereof)  which, individually or in the aggregate,  represents
fundamental  change  in  the  information  set  forth  in  the
registration statement;

                (c)   To include any material information with
respect  to the plan of distribution not previously  disclosed
in  the registration statement or any material change to  such
information in the registration statement.

      Provided, however, that paragraphs 1(a) and 1(b) do  not
apply if the registration statement is on Form S-3 or Form S-8
and   the   information  required  to   be   included   in   a
post-effective amendment by those paragraphs is  contained  in
periodic  reports filed by the Registrant pursuant to  Section
13  or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.

           2.    That,  for  the  purpose of  determining  any
liability  under the Securities Act, each such  post-effective
amendment  shall be deemed to be a new registration  statement
relating  to the securities offered therein, and the  offering
of  such  securities at that time shall be deemed  to  be  the
initial bona fide offering thereof.

           3.    To  remove  from  registration  by  means  of
post-effective   amendment  any  of   the   securities   being
registered  which  remain unsold at  the  termination  of  the
offering.

      The  undersigned registrant hereby undertakes that,  for
purposes  of  determining any liability under  the  Securities
Act, each filing of the Registrant's annual report pursuant to
Section  13  or Section 15(d) of the Exchange Act (and,  where
applicable,  each filing of an employee benefit plan's  annual
report pursuant to Section 15(d) of the Exchange Act) that  is
incorporated by reference in the registration statement  shall
be  deemed to be a new registration statement relating to  the
securities   offered  therein,  and  the  offering   of   such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

      Insofar as indemnification for liabilities arising under
the  Securities  Act  of 1933 may be permitted  to  directors,
officers and controlling persons of the Registrant pursuant to
the  foregoing  provisions, or otherwise, the  Registrant  has
been  advised  that  in  the opinion of  the  commission  such
indemnification is against public policy as expressed  in  the
Securities Act and is, therefore, unenforceable.  In the event
that  a  claim  for  indemnification against such  liabilities
(other than the payment by the Registrant of expenses incurred
or  paid by a director, officer or controlling person  of  the
registrant  in the successful defense of any action,  suit  or
proceeding)   is  asserted  by  such  director,   officer   or
controlling  person  in connection with the  securities  being
registered, the Registrant will, unless in the opinion of  its
counsel  the matter has been settled by controlling precedent,
submit  to  a  court of appropriate jurisdiction the  question
whether such indemnification by it is against public policy as
expressed  in the Securities Act and will be governed  by  the
final adjudication of such issue.

                                4

<PAGE>

                       POWER OF ATTORNEY

     Each person whose signature appears below constitutes and
appoints  Donald P. de Brier, Robert E. Sawyer  and  Linda  S.
Peterson  his  or  her  true and lawful attorneys-in-fact  and
agents,  each  acting alone, with full powers of  substitution
and  resubstitution, for him or her and in his  or  her  name,
place and stead, in any and all capacities, to sign any or all
Amendments  (including  Post-Effective  Amendments)  to   this
Registration  Statement,  and  to  file  the  same,  with  all
exhibits thereto, and other documents in connection therewith,
with  the  Securities and Exchange Commission,  granting  unto
said  attorneys-in-fact and agents, each  acting  alone,  full
power  and authority to do and perform each and every act  and
thing  requisite  and necessary to be done in  and  about  the
premises,  as fully to all intents and purposes as he  or  she
might or could do in person, here ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone,  or
his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
                               
                               
                          SIGNATURES

      Pursuant  to the requirements of the Securities  Act  of
1933,  the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed  on  its  behalf  by  the undersigned,  thereunto  duly
authorized,  in the City of Los Angeles, State of  California,
on April 26, 1996.

                              OCCIDENTAL PETROLEUM CORPORATION
                                        (REGISTRANT)



                        By: R. R. IRANI
                            ------------------------------------
                            Ray R. Irani
                            Chairman of the Board of Directors,
                            President and Chief Executive Officer


     Pursuant to  the requirements of the Securities Act of 1933, 
this  Registration  Statement  has  been  signed by the following 
persons in the capacities and on the dates indicated.
                               
     SIGNATURE                   TITLE                  DATE
     ---------                   -----                  ---- 
                                                        
                               
                             Chairman of the               
    R. R. IRANI            Board of Directors,             
- -----------------------    President and Chief     April 26 , 1996
    Ray R. Irani            Executive Officer            
                               
                                              
 A. R. LEACH                                                       
- -----------------------      Executive Vice        April 26 , 1996
 Anthony R. Leach          President and Chief           
                            Financial Officer
                               
                                              
S. P. DOMINICK                                                        
- -----------------------    Vice President and      April 26 , 1996
Samuel P. Dominick, Jr.    Controller (Chief            
                           Accounting Officer)             

                                 5

<PAGE>

EDWARD P. DJEREJIAN
- -----------------------         Director           April 26, 1996
Edward P. Djerejian



                                                        
    ALBERT GORE                                                    
- -----------------------         Director           April 26, 1996
    Albert Gore                                     

                                                        


   ARTHUR GROMAN                                                        
- -----------------------         Director           April 26, 1996
   Arthur Groman                                      

                                                        


   J. ROGER HIRL                                                     
- ----------------------          Director           April 26, 1996
   J. Roger Hirl                                      



                                                        
   JOHN W. KLUGE                                                     
- ----------------------          Director           April 26, 1996
   John W. Kluge                                    



                                                        
  DALE R. LAURANCE                                                      
- ----------------------          Director           April 26, 1996
  Dale R. Laurance                                 



                                                        
  I. W. MALONEY                                                      
- ----------------------          Director           April 26, 1996
  Irvin W. Maloney                                   



                                                        
  DAVID R. MARTIN                                                      
- ----------------------          Director           April 26, 1996
  David R. Martin                                     



                                                        
  GEORGE O. NOLLEY                                                      
- ----------------------          Director           April 26, 1996
  George O. Nolley                                    



                                                        
  JOHN F. RIORDAN                           
- ----------------------          Director           April 26, 1996
  John F. Riordan                                     

                                                        


  R. SEGOVIA                                                      
- ----------------------          Director           April 26, 1996
  Rodolfo Segovia                                     

                                                        


  A. SYRIANI                                                      
- ----------------------          Director           April 26, 1996
  Aziz D. Syriani                                   



                                                        
  ROSEMARY TOMICH                                                      
- ----------------------          Director          April 26, 1996
  Rosemary Tomich                                     
                               


                                 6

<PAGE>


                       INDEX TO EXHIBITS


EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------

   4.1    Restated    Certificate    of    Incorporation    of
          Occidental,    together   with   all    certificates
          amendatory thereof filed with the Secretary of State
          of  Delaware through December 23, 1994 (incorporated
          by reference to Exhibit 3.(i) to Occidental's Annual
          Report  on  Form  10-K  for the  fiscal  year  ended
          December 31, 1994).
          
   4.2    By-laws   of    Occidental,   as   amended   through 
          December 15,  1994  (incorporated  by  reference  to
          Exhibit 3.(ii) to Occidental's Annual Report on Form
          10-K for the fiscal year ended December 31, 1994).
          
   4.4    Rights  Agreement,  dated  as  of  October 17, 1986,
          between  Occidental  and The  Chase  Manhattan  Bank
          (National Association), as the initial Rights  Agent
          thereunder (subsequently replaced by Chemical  Bank,
          as  successor Rights Agent), together with the  form
          of  Rights certificate (incorporated by reference to
          Exhibit 4.1 to Occidental's Current Report on Form 8-
          K, dated October 17, 1987).
          
   5.1    Opinion of Linda S. Peterson, Esq.
          
  23.1    Consent of Linda S. Peterson, Esq. (Included in
          Exhibit 5.1).
          
  23.2    Consent of Arthur Andersen LLP.
          
  24.1    Power   of   Attorney  (Reference  is hereby made to 
          page 5).
          
  99.1    Occidental  Petroleum  Corporation  1996  Restricted   
          Stock  Plan  for  Non-Employee  Directors, effective 
          April 26, 1996.
          
  99.2    Form  of  Restricted  Stock  Option  Agreement under
          Occidental  Petroleum  Corporation  1996  Restricted   
          Stock Plan for Non-Employee Directors.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21381}]
{"company-data": {"conformed-name": "OCCIDENTAL PETROLEUM CORP /DE/", "cik": "0000797468", "assigned-sic": "1311", "irs-number": "954035997", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02901", "film-number": "96551980"}, "business-address": {"street1": "10889 WILSHIRE BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90024", "phone": "3102088800"}}
As filed with the Securities and Exchange Commission on April 29, 1996
                                             Registration No. _________

=======================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                      -------------------------           
                               
                              FORM S-8
                               
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                     --------------------------             
                               
                  OCCIDENTAL PETROLEUM CORPORATION
        (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
                               
                               
           DELAWARE                          95-4035997
  (STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)       IDENTIFICATION NO.)
                               
                                            
                               
    10889 WILSHIRE BOULEVARD                    
    LOS ANGELES, CALIFORNIA                         90024
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)     (ZIP CODE)
    
                               
                 OCCIDENTAL PETROLEUM CORPORATION
       1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                     (FULL TITLE OF THE PLAN)
                               
             DONALD P. DE BRIER, ESQ., GENERAL COUNSEL
                 OCCIDENTAL PETROLEUM CORPORATION
                     10889 WILSHIRE BOULEVARD
                      LOS ANGELES, CALIFORNIA
                          (310) 208-8800
   (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                        AGENT FOR SERVICE)
                               
                  CALCULATION OF REGISTRATION FEE
                               
======================================================================= 
                           Proposed              
                           Maximum       Proposed         
 Title of                  Offering      Maximum        
Securities      Amount      Price        Aggregate         
   to be        to be        Per         Offering         Amount of
Registered    Registered   Share(1)      Price(1)      Registration Fee
- -----------------------------------------------------------------------
  Common                                               
Stock, $.20                                            
 par value    50,000(2)    $27.00     $1,350,000.00        $466.00
(including                                
 Preferred
   Stock
 Purchase
  Rights)
=======================================================================  
(1) Estimated pursuant to Rule 457 solely for the purpose of 
    calculating the amount of the registration fee based  on  
    the  average  of  the  high and low price for the Common 
    Stock on April 23, 1996.

(2) Includes  an  indeterminate  number of additional shares  
    which  may be necessary to adjust the  number  of shares  
    reserved  for  issuance  pursuant  to  the  plan  as the 
    results  of  any  future stock split, stock dividend  or
    similar  adjustment  of  the outstanding Common Stock of 
    the Registrant.
PART II
                            -------

        INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  are  hereby  incorporated  by
reference in this Registration Statement:

      (a)  The  Annual  Report  on  Form  10-K  of  Occidental
Petroleum  Corporation ("Occidental" or the "Registrant")  for
the year ended December 31, 1995;

      (b)  Current  Reports  on  Form  8-K,  dated January 24, 
1996, April 19, 1996 and April 22, 1996; and

      (c)  The  descriptions  of  the  Common  Stock  and  the
Preferred  Stock Purchase Rights contained in the Registration
Statement on Form 8-B, dated June 26, 1986 (as amended by Form
8,  dated  December 22, 1986, Form 8, dated February 3,  1988,
Form  8-B/A, dated July 12, 1993, Form 8-B/A, dated March  18,
1994, and Form 8-B/A, dated November 1, 1995 and including any
amendment  or  report filed for the purpose of  updating  such
descriptions  subsequent  to the  date  of  this  Registration
Statement).

      All  documents filed by the Registrant or the Occidental
Petroleum  Corporation 1996 Restricted  Stock  Plan  for  Non-
Employee  Directors (the "Plan") pursuant to  Sections  13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended,  after  the  date hereof prior to  the  filing  of  a
post-effective  amendment which indicates that the  securities
offered  hereby  have  been  sold  or  which  deregisters  the
securities covered hereby then remaining unsold, shall also be
deemed  to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of delivery of
such   documents.   Any  statement  contained  in  a  document
incorporated or deemed to be incorporated by reference  herein
shall  be deemed to be modified or superseded for purposes  of
this  Registration Statement to the extent  that  a  statement
contained herein, or in any other subsequently filed  document
that  also  is  or is deemed to be incorporated  by  reference
herein,  modifies  or  supersedes such  statement.   Any  such
statement  so  modified or superseded  shall  not  be  deemed,
except  as so modified or superseded, to constitute a part  of
this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

      Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

      The  validity  of  the Common Stock registered  pursuant
hereto  has  been passed upon by Linda S. Peterson,  a  Senior
Counsel  of  the Registrant.  Ms. Peterson beneficially  owns,
and  has  rights to acquire under employee stock  options,  an
aggregate of less than 1% of the outstanding shares of  Common
Stock of Occidental.

                                 2
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section  145  of  the Delaware General  Corporation  Law
authorizes  a  court  to  award, or a corporation's  board  of
directors to grant, indemnity to directors and officers  under
certain  circumstances for liabilities incurred in  connection
with   their   activities   in  such   capacities   (including
reimbursement  for expenses incurred).  Occidental's  Restated
Certificate  of  Incorporation, as amended, provides  for  the
elimination of personal liability of its directors to the full
extent  permitted by the Delaware General Corporation Law  and
Occidental  has  entered into indemnification agreements  with
each  director  and certain officers providing for  additional
indemnification.    Article  VIII  of   Occidental's   By-laws
provides   that  Occidental  shall  indemnify  directors   and
officers  under  certain  circumstances  for  liabilities  and
expenses  incurred  by  reason of  their  activities  in  such
capacities.   In  addition, Occidental has insurance  policies
that  provide  liability  coverage to directors  and  officers
while acting in such capacities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.   EXHIBITS

  4.1  Restated  Certificate  of Incorporation of Occidental,
  together  with  all  certificates amendatory thereof  filed
  with  the  Secretary  of State of Delaware through December
  23,  1994  (incorporated by  reference to Exhibit 3.(i)  to
  Occidental's  Annual  Report  on Form 10-K for  the  fiscal
  year ended December 31, 1994).
     
  4.2  By-laws of Occidental, as amended through December 15, 
  1994  (incorporated  by  reference  to  Exhibit  3.(ii)  to  
  Occidental's  Annual Report on Form  10-K  for  the  fiscal 
  year ended December 31, 1994).
     
  4.4  Rights  Agreement,  dated  as  of  October  17,  1986,
  between  Occidental  and The Chase Manhattan Bank (National
  Association),  as  the  initial  Rights   Agent  thereunder
  (subsequently  replaced  by  Chemical  Bank,  as  successor
  Rights   Agent),  together   with   the  form   of   Rights
  certificate  (incorporated  by reference to Exhibit 4.1  to
  Occidental's Current Report on Form 8-K, dated  October 17, 
  1987).
     
  5.1  Opinion of Linda S. Peterson, Esq.
     
 23.1  Consent   of  Linda S. Peterson, Esq.   (Included   in
 Exhibit 5.1).
     
 23.2  Consent of Arthur Andersen LLP.
     
 24.1 Power of Attorney (Reference is hereby made to page 5).
     
 99.1  Occidental  Petroleum   Corporation  1996   Restricted
 Stock Plan for Non-Employee  Directors, effective  April 26, 
 1996.
     
 99.2  Form  of  Restricted Stock Agreement  under Occidental
 Petroleum  Corporation  1996  Restricted Stock Plan for Non-
 Employee Directors.
     
                                  3
ITEM 9.   UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

           1.   To file, during any period in which offers  or
sales  are  being  made, a post-effective  amendment  to  this
registration statement:

                (a)   To  include any prospectus  required  by
Section 10(a)(3) of the Securities Act;

                (b)  To reflect in the prospectus any facts or
events  arising  after the effective date of the  registration
statement   (or  the  most  recent  post-effective   amendment
thereof)  which, individually or in the aggregate,  represents
fundamental  change  in  the  information  set  forth  in  the
registration statement;

                (c)   To include any material information with
respect  to the plan of distribution not previously  disclosed
in  the registration statement or any material change to  such
information in the registration statement.

      Provided, however, that paragraphs 1(a) and 1(b) do  not
apply if the registration statement is on Form S-3 or Form S-8
and   the   information  required  to   be   included   in   a
post-effective amendment by those paragraphs is  contained  in
periodic  reports filed by the Registrant pursuant to  Section
13  or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.

           2.    That,  for  the  purpose of  determining  any
liability  under the Securities Act, each such  post-effective
amendment  shall be deemed to be a new registration  statement
relating  to the securities offered therein, and the  offering
of  such  securities at that time shall be deemed  to  be  the
initial bona fide offering thereof.

           3.    To  remove  from  registration  by  means  of
post-effective   amendment  any  of   the   securities   being
registered  which  remain unsold at  the  termination  of  the
offering.

      The  undersigned registrant hereby undertakes that,  for
purposes  of  determining any liability under  the  Securities
Act, each filing of the Registrant's annual report pursuant to
Section  13  or Section 15(d) of the Exchange Act (and,  where
applicable,  each filing of an employee benefit plan's  annual
report pursuant to Section 15(d) of the Exchange Act) that  is
incorporated by reference in the registration statement  shall
be  deemed to be a new registration statement relating to  the
securities   offered  therein,  and  the  offering   of   such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

      Insofar as indemnification for liabilities arising under
the  Securities  Act  of 1933 may be permitted  to  directors,
officers and controlling persons of the Registrant pursuant to
the  foregoing  provisions, or otherwise, the  Registrant  has
been  advised  that  in  the opinion of  the  commission  such
indemnification is against public policy as expressed  in  the
Securities Act and is, therefore, unenforceable.  In the event
that  a  claim  for  indemnification against such  liabilities
(other than the payment by the Registrant of expenses incurred
or  paid by a director, officer or controlling person  of  the
registrant  in the successful defense of any action,  suit  or
proceeding)   is  asserted  by  such  director,   officer   or
controlling  person  in connection with the  securities  being
registered, the Registrant will, unless in the opinion of  its
counsel  the matter has been settled by controlling precedent,
submit  to  a  court of appropriate jurisdiction the  question
whether such indemnification by it is against public policy as
expressed  in the Securities Act and will be governed  by  the
final adjudication of such issue.

                                4
POWER OF ATTORNEY

     Each person whose signature appears below constitutes and
appoints  Donald P. de Brier, Robert E. Sawyer  and  Linda  S.
Peterson  his  or  her  true and lawful attorneys-in-fact  and
agents,  each  acting alone, with full powers of  substitution
and  resubstitution, for him or her and in his  or  her  name,
place and stead, in any and all capacities, to sign any or all
Amendments  (including  Post-Effective  Amendments)  to   this
Registration  Statement,  and  to  file  the  same,  with  all
exhibits thereto, and other documents in connection therewith,
with  the  Securities and Exchange Commission,  granting  unto
said  attorneys-in-fact and agents, each  acting  alone,  full
power  and authority to do and perform each and every act  and
thing  requisite  and necessary to be done in  and  about  the
premises,  as fully to all intents and purposes as he  or  she
might or could do in person, here ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone,  or
his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
                               
                               
                          SIGNATURES

      Pursuant  to the requirements of the Securities  Act  of
1933,  the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed  on  its  behalf  by  the undersigned,  thereunto  duly
authorized,  in the City of Los Angeles, State of  California,
on April 26, 1996.

                              OCCIDENTAL PETROLEUM CORPORATION
                                        (REGISTRANT)

                        By: R. R. IRANI
                            ------------------------------------
                            Ray R. Irani
                            Chairman of the Board of Directors,
                            President and Chief Executive Officer

     Pursuant to  the requirements of the Securities Act of 1933, 
this  Registration  Statement  has  been  signed by the following 
persons in the capacities and on the dates indicated.
                               
     SIGNATURE                   TITLE                  DATE
     ---------                   -----                  ---- 
                                                        
                               
                             Chairman of the               
    R. R. IRANI            Board of Directors,             
- -----------------------    President and Chief     April 26 , 1996
    Ray R. Irani            Executive Officer            
                               
                                              
 A. R. LEACH                                                       
- -----------------------      Executive Vice        April 26 , 1996
 Anthony R. Leach          President and Chief           
                            Financial Officer
                               
                                              
S. P. DOMINICK                                                        
- -----------------------    Vice President and      April 26 , 1996
Samuel P. Dominick, Jr.    Controller (Chief            
                           Accounting Officer)             

                                 5
EDWARD P. DJEREJIAN
- -----------------------         Director           April 26, 1996
Edward P. Djerejian

                                                        
    ALBERT GORE                                                    
- -----------------------         Director           April 26, 1996
    Albert Gore                                     

                                                        

   ARTHUR GROMAN                                                        
- -----------------------         Director           April 26, 1996
   Arthur Groman                                      

                                                        

   J. ROGER HIRL                                                     
- ----------------------          Director           April 26, 1996
   J. Roger Hirl                                      

                                                        
   JOHN W. KLUGE                                                     
- ----------------------          Director           April 26, 1996
   John W. Kluge                                    

                                                        
  DALE R. LAURANCE                                                      
- ----------------------          Director           April 26, 1996
  Dale R. Laurance                                 

                                                        
  I. W. MALONEY                                                      
- ----------------------          Director           April 26, 1996
  Irvin W. Maloney                                   

                                                        
  DAVID R. MARTIN                                                      
- ----------------------          Director           April 26, 1996
  David R. Martin                                     

                                                        
  GEORGE O. NOLLEY                                                      
- ----------------------          Director           April 26, 1996
  George O. Nolley                                    

                                                        
  JOHN F. RIORDAN                           
- ----------------------          Director           April 26, 1996
  John F. Riordan                                     

                                                        

  R. SEGOVIA                                                      
- ----------------------          Director           April 26, 1996
  Rodolfo Segovia                                     

                                                        

  A. SYRIANI                                                      
- ----------------------          Director           April 26, 1996
  Aziz D. Syriani                                   

                                                        
  ROSEMARY TOMICH                                                      
- ----------------------          Director          April 26, 1996
  Rosemary Tomich                                     
                               

                                 6
INDEX TO EXHIBITS

EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------

   4.1    Restated    Certificate    of    Incorporation    of
          Occidental,    together   with   all    certificates
          amendatory thereof filed with the Secretary of State
          of  Delaware through December 23, 1994 (incorporated
          by reference to Exhibit 3.(i) to Occidental's Annual
          Report  on  Form  10-K  for the  fiscal  year  ended
          December 31, 1994).
          
   4.2    By-laws   of    Occidental,   as   amended   through 
          December 15,  1994  (incorporated  by  reference  to
          Exhibit 3.(ii) to Occidental's Annual Report on Form
          10-K for the fiscal year ended December 31, 1994).
          
   4.4    Rights  Agreement,  dated  as  of  October 17, 1986,
          between  Occidental  and The  Chase  Manhattan  Bank
          (National Association), as the initial Rights  Agent
          thereunder (subsequently replaced by Chemical  Bank,
          as  successor Rights Agent), together with the  form
          of  Rights certificate (incorporated by reference to
          Exhibit 4.1 to Occidental's Current Report on Form 8-
          K, dated October 17, 1987).
          
   5.1    Opinion of Linda S. Peterson, Esq.
          
  23.1    Consent of Linda S. Peterson, Esq. (Included in
          Exhibit 5.1).
          
  23.2    Consent of Arthur Andersen LLP.
          
  24.1    Power   of   Attorney  (Reference  is hereby made to 
          page 5).
          
  99.1    Occidental  Petroleum  Corporation  1996  Restricted   
          Stock  Plan  for  Non-Employee  Directors, effective 
          April 26, 1996.
          
  99.2    Form  of  Restricted  Stock  Option  Agreement under
          Occidental  Petroleum  Corporation  1996  Restricted   
          Stock Plan for Non-Employee Directors.