<PAGE>

       As filed with the Securities and Exchange Commission on May 7, 1999

                                                  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
                                 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     10,000,000(2)     $20.438       $204,380,000       $56,817.64
(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 May 5, 1999.

(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, 1998;

         (b) Current Report on Form 8-K, dated April 20, 1999 (filed April 21,
1999); and

         (c) The description of the Common Stock 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 21, 1994, and Form 8-B/A, dated November 2, 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 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.


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, an Assistant General 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

                                       1
<PAGE>

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

  3.(i)  (a) Restated Certificate of Incorporation of Occidental, together with
         all certificates amendatory thereof filed with the Secretary of State
         of Delaware, as amended to date (incorporated by reference to Exhibit
         3.(i) to Occidental's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1994, File No. 1-9210, except for Exhibits 3.1(i)(b)
         and 3.(i)(c) described below).

         (b) Certificate of Amendment of Restated Certificate of Incorporation
         of Occidental dated April 25, 1997 (incorporated by reference to
         Exhibit 3.(i)(b) to Occidental's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1997).

         (c) Certificate of Amendment of Restated Certificate of Incorporation
         of Occidental dated April 30, 1999.

 3.(ii)  By-laws of Occidental, as amended through April 30, 1999.

    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 1995 Incentive Stock Plan, as amended
         April 30, 1999 (incorporated by reference to Exhibit B to the Proxy
         Statement of Occidental for its April 30, 1999, Annual Meeting of
         Stockholders).


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:

                    (i)       To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                    (ii)      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)

                                       2
<PAGE>

which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement.

                    (iii)     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.

               2.   That, for the purpose of determining any liability under the
Securities Act of 1933, 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 a 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                       3
<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 along, 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, Occidental
Petroleum Corporation 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 May 7,
1999.


                  OCCIDENTAL PETROLEUM CORPORATION


                  By:  /s/ RAY R. IRANI
                     -----------------------------------------------------------
                                           Ray R. Irani
                  Chairman of the Board of Directors and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.

          SIGNATURE                        TITLE                     DATE
          ---------                        -----                     ----

                                   Chairman of the Board
 /s/ RAY R. IRANI                    of Directors and
----------------------------      Chief Executive Officer         May 7, 1999
        Ray R. Irani

                                Chief Financial Officer and
 /s/ STEPHEN I. CHAZEN           Executive Vice President-
----------------------------       Corporate Development          May 7, 1999
     Stephen I. Chazen

                                    Vice President and
 /s/ SAMUEL P. DOMINICK, JR.        Controller (Chief
----------------------------        Accounting Officer)           May 7, 1999
   Samuel P. Dominick, Jr.



----------------------------             Director                 May 7, 1999
      Ronald W. Burkle


 /s/ JOHN S. CHALSTY
----------------------------             Director                 May 7, 1999
       John S. Chalsty
<PAGE>

/s/ EDWARD P. DJEREJIAN
----------------------------             Director                 May 7, 1999
     Edward P. Djerejian


/s/ JOHN E. FEICK
----------------------------             Director                 May 7, 1999
       John E. Feick


/s/ J. ROGER HIRL
----------------------------             Director                 May 7, 1999
        J. Roger Hirl


/s/ JOHN W. KLUGE
----------------------------             Director                 May 7, 1999
        John W. Kluge


/s/ DALE R. LAURANCE
----------------------------             Director                 May 7, 1999
      Dale R. Laurance


/s/ IRWIN W. MALONEY
----------------------------             Director                 May 7, 1999
      Irwin W. Maloney


/s/ RUDOLFO SEGOVIA
----------------------------             Director                 May 7, 1999
       Rudolfo Segovia


/s/ AZIZ SYRIANI
----------------------------             Director                 May 7, 1999
        Aziz Syriani


/s/ ROSEMARY TOMICH
----------------------------             Director                 May 7, 1999
       Rosemary Tomich
<PAGE>

                                INDEX TO EXHIBITS

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

       3.(i)  (a) Restated Certificate of Incorporation of Occidental, together
              with all certificates amendatory thereof filed with the Secretary
              of State of Delaware, as amended to date (incorporated by
              reference to Exhibit 3.(i) to Occidental's Annual Report on Form
              10-K for the fiscal year ended December 31, 1994, File No. 1-9210,
              except for Exhibits 3.(i)(b) and 3.(i)(c) described below).

              (b) Certificate of Amendment of Restated Certificate of
              Incorporation of Occidental dated April 25, 1997 (incorporated by
              reference to Exhibit 3.(i)(b) to Occidental's Annual Report on
              Form 10-K for the fiscal year ended December 31, 1997).

              (c) Certificate of Amendment of Restated Certificate of
              Incorporation of Occidental dated April 30, 1999.

       3.(ii) By-laws of Occidental, as amended through April 30, 1999.

       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, as
              amended April 30, 1999 (incorporated by reference to Exhibit B to
              the Proxy Statement of Occidental for its April 30, 1999, Annual
              Meeting of Stockholders).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17983}]
{"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": "333-78031", "film-number": "99614012"}, "business-address": {"street1": "10889 WILSHIRE BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90024", "phone": "3102088800"}, "mail-address": {"street1": "10889 WILSHIRE BOULEVARD", "city": "LOS ANGELES", "state": "CA", "zip": "90024"}}
As filed with the Securities and Exchange Commission on May 7, 1999

                                                  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
                                 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     10,000,000(2)     $20.438       $204,380,000       $56,817.64
(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 May 5, 1999.

(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, 1998;

         (b) Current Report on Form 8-K, dated April 20, 1999 (filed April 21,
1999); and

         (c) The description of the Common Stock 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 21, 1994, and Form 8-B/A, dated November 2, 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 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.

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, an Assistant General 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

                                       1
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

  3.(i)  (a) Restated Certificate of Incorporation of Occidental, together with
         all certificates amendatory thereof filed with the Secretary of State
         of Delaware, as amended to date (incorporated by reference to Exhibit
         3.(i) to Occidental's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1994, File No. 1-9210, except for Exhibits 3.1(i)(b)
         and 3.(i)(c) described below).

         (b) Certificate of Amendment of Restated Certificate of Incorporation
         of Occidental dated April 25, 1997 (incorporated by reference to
         Exhibit 3.(i)(b) to Occidental's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1997).

         (c) Certificate of Amendment of Restated Certificate of Incorporation
         of Occidental dated April 30, 1999.

 3.(ii)  By-laws of Occidental, as amended through April 30, 1999.

    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 1995 Incentive Stock Plan, as amended
         April 30, 1999 (incorporated by reference to Exhibit B to the Proxy
         Statement of Occidental for its April 30, 1999, Annual Meeting of
         Stockholders).

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:

                    (i)       To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                    (ii)      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)

                                       2
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement.

                    (iii)     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.

               2.   That, for the purpose of determining any liability under the
Securities Act of 1933, 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 a 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                       3
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 along, 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, Occidental
Petroleum Corporation 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 May 7,
1999.

                  OCCIDENTAL PETROLEUM CORPORATION

                  By:  /s/ RAY R. IRANI
                     -----------------------------------------------------------
                                           Ray R. Irani
                  Chairman of the Board of Directors and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.

          SIGNATURE                        TITLE                     DATE
          ---------                        -----                     ----

                                   Chairman of the Board
 /s/ RAY R. IRANI                    of Directors and
----------------------------      Chief Executive Officer         May 7, 1999
        Ray R. Irani

                                Chief Financial Officer and
 /s/ STEPHEN I. CHAZEN           Executive Vice President-
----------------------------       Corporate Development          May 7, 1999
     Stephen I. Chazen

                                    Vice President and
 /s/ SAMUEL P. DOMINICK, JR.        Controller (Chief
----------------------------        Accounting Officer)           May 7, 1999
   Samuel P. Dominick, Jr.

----------------------------             Director                 May 7, 1999
      Ronald W. Burkle

 /s/ JOHN S. CHALSTY
----------------------------             Director                 May 7, 1999
       John S. Chalsty
/s/ EDWARD P. DJEREJIAN
----------------------------             Director                 May 7, 1999
     Edward P. Djerejian

/s/ JOHN E. FEICK
----------------------------             Director                 May 7, 1999
       John E. Feick

/s/ J. ROGER HIRL
----------------------------             Director                 May 7, 1999
        J. Roger Hirl

/s/ JOHN W. KLUGE
----------------------------             Director                 May 7, 1999
        John W. Kluge

/s/ DALE R. LAURANCE
----------------------------             Director                 May 7, 1999
      Dale R. Laurance

/s/ IRWIN W. MALONEY
----------------------------             Director                 May 7, 1999
      Irwin W. Maloney

/s/ RUDOLFO SEGOVIA
----------------------------             Director                 May 7, 1999
       Rudolfo Segovia

/s/ AZIZ SYRIANI
----------------------------             Director                 May 7, 1999
        Aziz Syriani

/s/ ROSEMARY TOMICH
----------------------------             Director                 May 7, 1999
       Rosemary Tomich
INDEX TO EXHIBITS

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

       3.(i)  (a) Restated Certificate of Incorporation of Occidental, together
              with all certificates amendatory thereof filed with the Secretary
              of State of Delaware, as amended to date (incorporated by
              reference to Exhibit 3.(i) to Occidental's Annual Report on Form
              10-K for the fiscal year ended December 31, 1994, File No. 1-9210,
              except for Exhibits 3.(i)(b) and 3.(i)(c) described below).

              (b) Certificate of Amendment of Restated Certificate of
              Incorporation of Occidental dated April 25, 1997 (incorporated by
              reference to Exhibit 3.(i)(b) to Occidental's Annual Report on
              Form 10-K for the fiscal year ended December 31, 1997).

              (c) Certificate of Amendment of Restated Certificate of
              Incorporation of Occidental dated April 30, 1999.

       3.(ii) By-laws of Occidental, as amended through April 30, 1999.

       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, as
              amended April 30, 1999 (incorporated by reference to Exhibit B to
              the Proxy Statement of Occidental for its April 30, 1999, Annual
              Meeting of Stockholders).