<PAGE>


    As filed with the Securities and Exchange Commission on December 4, 1995

                                             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 1995 INCENTIVE STOCK PLAN
                         (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        Proposed         
                  Amount           Maximum         Maximum         
Title of          to be            Offering        Aggregate      Amount of
Securities        Registered       Price           Offering       Registration
to be                              Per             Price(1)       Fee
Registered                         Share(1)
- -------------------------------------------------------------------------------
Common                                               
Stock, $.20                                            
par value       10,000,000(2)      $22.625       $226,250,000      $78,017
(including                                 
Preferred
Stock
Purchase
Rights)
===============================================================================

(1) Estimated pursuant to  Rule  457  solely  for  the purpose
    purpose of calculating the amount of the registration  fee
    based  on  the average of the high and low price  for  the
    Common Stock on November 27, 1995.

(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, 1994;

      (b)   Quarterly Reports on Form 10-Q for  the  quarterly
periods ended March 31, 1995, June 30, 1995 and September  30,
1995;

      (c)  Current Reports on Form 8-K, dated January 25, 1995,
April 20, 1995, June 27, 1995, July 20, 1995, August 18, 1995,
October 18, 1995 and October 25, 1995; and

      (d)   The  descriptions  of the  Common  Stock  and  the
Preferred Stock Purchase Rights 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 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 1995 Incentive Stock Plan (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.

                                      2

                                      
<PAGE>


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.


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).


                                      3  

<PAGE>


 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 6).

99.1  Occidental  Petroleum  Corporation 1995  Incentive  Stock
      Plan, effective April 29, 1995.

99.2  Form of Incentive Stock Option Agreement under Occidental
      Petroleum Corporation 1995 Incentive Stock Plan.

99.3  Form   of  Nonqualified  Stock  Option  Agreement   under
      Occidental   Petroleum Corporation 1995  Incentive  Stock
      Plan.

99.4  Form  of  Stock   Appreciation   Rights  Agreement  under
      Occidental  Petroleum  Corporation 1995  Incentive  Stock
      Plan.

99.5  Form   of   Restricted  Stock Agreement  under Occidental
      Petroleum Corporation 1995 Incentive Stock Plan.

99.6  Form of Performance Stock Agreement under Occidental
      Petroleum Corporation 1995 Incentive Stock Plan.


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.


                                     4 

<PAGE>


      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.
                               
                               
                                      5

<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 November 30, 1995.


                         OCCIDENTAL PETROLEUM CORPORATION


                         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        November 30, 1995
    Ray R. Irani              Executive Officer
                               
                                                        
    A. R. LEACH               Executive Vice               
    ---------------------     President and Chief        November 30, 1995
    Anthony R. Leach          Financial Officer


                                      6

<PAGE>


                                                        
    S. P. DOMINICK            Vice President and             
    ----------------------    Controller (Chief          November 30, 1995
    Samuel P. Dominick, Jr.   Accounting Officer)

                                                        
                                                        
    ----------------------         Director              November 30, 1995
    Albert Gore

                                                        
    ARTHUR GROMAN                                                    
    -----------------------        Director              November 30, 1995
    Arthur Groman

                                                        
   J. ROGER HIRL                                                     
   ------------------------        Director              November 30, 1995
   J. Roger Hirl

                                                        
   JOHN W. KLUGE                                                     
   ------------------------        Director              November 30, 1995
   John W. Kluge

                                                        
   DALE R. LAURANCE                                                     
   ------------------------        Director              November 30, 1995
   Dale R. Laurance

                                                        
   I. W. MALONEY                                                     
  -------------------------        Director              November 30, 1995
  Irwin W. Maloney

                                                        
  GEORGE O. NOLLEY                                                      
  -------------------------        Director              November 30, 1995
  George O. Nolley

                                                        
  JOHN F. RIORDAN                                                      
  -------------------------        Director              November 30, 1995
  John F. Riordan

                                                        
     R. SEGOVIA                                                   
  -------------------------        Director              November 30, 1995
  Rodolfo Segovia

                                                        
                                                        
  ------------------------         Director              November 30, 1995
  Aziz D. Syriani

                                                        
  ROSEMARY TOMICH                                                      
  ------------------------         Director              November 30, 1995
  Rosemary Tomich

                                      7

<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 6).

 99.1           Occidental Petroleum Corporation 1995 Incentive Stock Plan,
                effective April 29, 1995.

 99.2           Form of Incentive Stock Option Agreement under Occidental
                Petroleum Corporation 1995 Incentive Stock Plan.

 99.3           Form of Nonqualified Stock Option Agreement under Occidental
                Petroleum Corporation 1995 Incentive Stock Plan.

 99.4           Form of Stock Appreciation Rights Agreement under Occidental
                Petroleum Corporation 1995 Incentive Stock Plan.

 99.5           Form of Restricted Stock Agreement under Occidental Petroleum 
                Corporation 1995 Incentive Stock Plan.

 99.6           Form of Performance Stock Agreement under Occidental Petroleum
                Corporation 1995 Incentive Stock Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21961}]
{"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": "033-64719", "film-number": "95598984"}, "business-address": {"street1": "10889 WILSHIRE BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90024", "phone": "3102088800"}}
As filed with the Securities and Exchange Commission on December 4, 1995

                                             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 1995 INCENTIVE STOCK PLAN
                         (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        Proposed         
                  Amount           Maximum         Maximum         
Title of          to be            Offering        Aggregate      Amount of
Securities        Registered       Price           Offering       Registration
to be                              Per             Price(1)       Fee
Registered                         Share(1)
- -------------------------------------------------------------------------------
Common                                               
Stock, $.20                                            
par value       10,000,000(2)      $22.625       $226,250,000      $78,017
(including                                 
Preferred
Stock
Purchase
Rights)
===============================================================================

(1) Estimated pursuant to  Rule  457  solely  for  the purpose
    purpose of calculating the amount of the registration  fee
    based  on  the average of the high and low price  for  the
    Common Stock on November 27, 1995.

(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, 1994;

      (b)   Quarterly Reports on Form 10-Q for  the  quarterly
periods ended March 31, 1995, June 30, 1995 and September  30,
1995;

      (c)  Current Reports on Form 8-K, dated January 25, 1995,
April 20, 1995, June 27, 1995, July 20, 1995, August 18, 1995,
October 18, 1995 and October 25, 1995; and

      (d)   The  descriptions  of the  Common  Stock  and  the
Preferred Stock Purchase Rights 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 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 1995 Incentive Stock Plan (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.

                                      2
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.

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).

                                      3
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 6).

99.1  Occidental  Petroleum  Corporation 1995  Incentive  Stock
      Plan, effective April 29, 1995.

99.2  Form of Incentive Stock Option Agreement under Occidental
      Petroleum Corporation 1995 Incentive Stock Plan.

99.3  Form   of  Nonqualified  Stock  Option  Agreement   under
      Occidental   Petroleum Corporation 1995  Incentive  Stock
      Plan.

99.4  Form  of  Stock   Appreciation   Rights  Agreement  under
      Occidental  Petroleum  Corporation 1995  Incentive  Stock
      Plan.

99.5  Form   of   Restricted  Stock Agreement  under Occidental
      Petroleum Corporation 1995 Incentive Stock Plan.

99.6  Form of Performance Stock Agreement under Occidental
      Petroleum Corporation 1995 Incentive Stock Plan.

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.

                                     4
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.
                               
                               
                                      5
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 November 30, 1995.

                         OCCIDENTAL PETROLEUM CORPORATION

                         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        November 30, 1995
    Ray R. Irani              Executive Officer
                               
                                                        
    A. R. LEACH               Executive Vice               
    ---------------------     President and Chief        November 30, 1995
    Anthony R. Leach          Financial Officer

                                      6
S. P. DOMINICK            Vice President and             
    ----------------------    Controller (Chief          November 30, 1995
    Samuel P. Dominick, Jr.   Accounting Officer)

                                                        
                                                        
    ----------------------         Director              November 30, 1995
    Albert Gore

                                                        
    ARTHUR GROMAN                                                    
    -----------------------        Director              November 30, 1995
    Arthur Groman

                                                        
   J. ROGER HIRL                                                     
   ------------------------        Director              November 30, 1995
   J. Roger Hirl

                                                        
   JOHN W. KLUGE                                                     
   ------------------------        Director              November 30, 1995
   John W. Kluge

                                                        
   DALE R. LAURANCE                                                     
   ------------------------        Director              November 30, 1995
   Dale R. Laurance

                                                        
   I. W. MALONEY                                                     
  -------------------------        Director              November 30, 1995
  Irwin W. Maloney

                                                        
  GEORGE O. NOLLEY                                                      
  -------------------------        Director              November 30, 1995
  George O. Nolley

                                                        
  JOHN F. RIORDAN                                                      
  -------------------------        Director              November 30, 1995
  John F. Riordan

                                                        
     R. SEGOVIA                                                   
  -------------------------        Director              November 30, 1995
  Rodolfo Segovia

                                                        
                                                        
  ------------------------         Director              November 30, 1995
  Aziz D. Syriani

                                                        
  ROSEMARY TOMICH                                                      
  ------------------------         Director              November 30, 1995
  Rosemary Tomich

                                      7
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 6).

 99.1           Occidental Petroleum Corporation 1995 Incentive Stock Plan,
                effective April 29, 1995.

 99.2           Form of Incentive Stock Option Agreement under Occidental
                Petroleum Corporation 1995 Incentive Stock Plan.

 99.3           Form of Nonqualified Stock Option Agreement under Occidental
                Petroleum Corporation 1995 Incentive Stock Plan.

 99.4           Form of Stock Appreciation Rights Agreement under Occidental
                Petroleum Corporation 1995 Incentive Stock Plan.

 99.5           Form of Restricted Stock Agreement under Occidental Petroleum 
                Corporation 1995 Incentive Stock Plan.

 99.6           Form of Performance Stock Agreement under Occidental Petroleum
                Corporation 1995 Incentive Stock Plan.