SCHEDULE 14A
                               (Rule 14a-101)
                 INFORMATION REQUIRED IN PROXY STATEMENT
                         SCHEDULE 14A INFORMATION
     Proxy Statement Pursuant to Section 14(a) of the Securities 
                          Exchange Act of 1934
                     (Amendment No.               )

Filed by the Registrant  /x/
Filed by a Party other than the Registrant  / /

Check the appropriate box:
 / /     Preliminary Proxy Statement    / / Confidential, for Use of
                                        the Commission Only (as permitted
                                        by Rule 14a-6(e)(2))
 /x/     Definitive Proxy Statement
 / /     Definitive Additional Materials
 / /     Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                        Occidental Petroleum Corporation
___________________________________________________________________________
              (Name of Registrant as Specified in Its Charter)
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
                              
Payment of Filing Fee  (Check the appropriate box):
 /x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
     or Item 22(a)(2) of Schedule 14A.

 / / $500 per each party to the controversy pursuant to Exchange Act
     Rule 14a-6(i)(3).

 / / Fee computed on table below per Exchange Act
     Rules 14a-6(i)(4) and 0-11.

     (1) Title of each class of securities to which transaction applies:
___________________________________________________________________________

     (2) Aggregate number of securities to which transaction applies:
___________________________________________________________________________

     (3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
___________________________________________________________________________

     (4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________

     (5) Total fee paid:
___________________________________________________________________________

    / /  Fee paid previously with preliminary materials.

     

 
    / /  Check box if any part of the fee is offset as provided by Exchange
         Act Rule 0-11(a)(2) and identify the filing for which the offsetting
         fee was paid previously. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.
  
         (1) Amount Previously Paid:
___________________________________________________________________________
     
         (2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
     
         (3) Filing Party:
___________________________________________________________________________

         (4) Date Filed:
___________________________________________________________________________



                             (LOGO)
                                
                                
                            NOTICE OF
                             -------                                
                OCCIDENTAL PETROLEUM CORPORATION

               1996 ANNUAL MEETING OF STOCKHOLDERS

                               AND

                         PROXY STATEMENT


  
  
  
  
  
                     FRIDAY, APRIL 26, 1996
                  SANTA MONICA CIVIC AUDITORIUM
           1855 MAIN STREET   SANTA MONICA, CALIFORNIA
                                
                          Meeting Hours
                             -------                                
                  EXHIBIT ROOM   OPENS 9:15 A.M.
                       MEETING   10:30 A.M.
  
  
  
                            IMPORTANT
                             -------                              
                   PLEASE PROMPTLY MARK, SIGN,
                   DATE AND RETURN YOUR PROXY
                      CARD IN THE ENCLOSED
                            ENVELOPE.
                                
                                
                                
                                
                                
                                



(LOGO)           OCCIDENTAL PETROLEUM CORPORATION
                     10889 WILSHIRE BOULEVARD
                  LOS ANGELES, CALIFORNIA 90024
  
  
                                
  DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
     PRESIDENT
        AND
CHIEF EXECUTIVE OFFICER
  
                                                   March 12, 1996
  
Dear Stockholder:

  On  behalf of our Board of Directors, I cordially invite you to
attend Occidental's 1996 Annual Meeting of Stockholders at  10:30
A.M.  on  Friday,  April  26, 1996, at  the  Santa  Monica  Civic
Auditorium, 1855 Main Street, Santa Monica, California.

  Our  business will include electing six directors, all of whom,
except  Messrs.  Edward P. Djerejian and  David  R.  Martin,  are
present   Occidental  directors,  ratifying  the   selection   of
independent public accountants and approving the adoption of  the
Occidental Petroleum Corporation Directors' Stock Plan.

  These  matters  are described in detail in the  attached  Proxy
Statement for the meeting.

  The  directors  and  officers  of Occidental  look  forward  to
seeing you at the meeting. As in the past, there will be a report
on operations and an opportunity for questions.

  I  encourage  you to attend the meeting in person. Whether  you
do  so  or not, however, I hope you will read the enclosed  Proxy
Statement  and  then complete, sign and date the  enclosed  proxy
card and return it in the enclosed postage-prepaid envelope. This
will save Occidental additional expenses of soliciting proxies as
well as ensure that your shares are represented. Please note that
you may vote in person at the meeting even if you have previously
returned the proxy. Whether you vote in person or by proxy,  your
vote will be kept confidential.
  
                                       Sincerely yours,

                                       /s/ R. R. Irani
  
  




(LOGO)           OCCIDENTAL PETROLEUM CORPORATION
                     10889 WILSHIRE BOULEVARD
                  LOS ANGELES, CALIFORNIA 90024
  
  
            NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                    To Be Held April 26, 1996


To the Stockholders:

  The  Annual  Meeting  of Stockholders of  Occidental  Petroleum
Corporation ("Occidental") will be held at the Santa Monica Civic
Auditorium,  1855  Main  Street,  Santa  Monica,  California,  on
Friday, April 26, 1996, at 10:30 A.M. for the following purposes,
all as set forth in the attached Proxy Statement:

     1.  To  elect  five directors to serve for three-year  terms
  expiring  at  the  annual meeting in 1999 and one  director  to
  serve  for  a two-year term expiring at the annual  meeting  in
  1998.  The  Board  of  Directors' nominees  are  named  in  the
  attached Proxy Statement.

     2.  To  consider and take action on the ratification of  the
  selection   of  Arthur  Andersen  LLP  as  independent   public
  accountants for 1996.

     3.  To  consider and take action on the proposal to  approve
  the  Occidental  Petroleum Corporation  1996  Restricted  Stock
  Plan for Non-Employee Directors.

     4.  To  transact  such other business as may  properly  come
  before  the meeting or any adjournment thereof, including  such
  matters  as may be duly proposed by stockholders. The Board  of
  Directors  knows  of  no  stockholder  proposals  that  may  be
  presented at the meeting.

  Only  stockholders of record on the books of Occidental at  the
close  of business on March 7, 1996, will be entitled to  receive
notice of and to vote at the meeting.

  Stockholders  are cordially invited to attend  the  meeting  in
person. However, whether or not you expect to attend, we urge you
to read the accompanying Proxy Statement and then complete, sign,
date   and  return  the  enclosed  proxy  card  in  the  enclosed
postage-prepaid  envelope. It is important that  your  shares  be
represented at the meeting, and your promptness will assist us to
prepare  for  the meeting and to avoid the cost  of  a  follow-up
mailing. If you receive more than one proxy card because you  own
shares  registered in different names or at different  addresses,
each proxy card should be completed and returned.

  
                                       Sincerely,
                                   /s/ Donald P. de Brier
  Los Angeles, California              Donald P. de Brier
  March 12, 1996                       Secretary





                                
                         PROXY STATEMENT
    Annual Meeting of Stockholders To Be Held April 26, 1996
                                
                       GENERAL INFORMATION
                             -------                                
  This   Proxy   Statement  is  furnished  to   stockholders   of
Occidental   Petroleum   Corporation,  a   Delaware   corporation
("Occidental"), in connection with the solicitation by the  Board
of  Directors of Occidental (the "Board of Directors" or "Board")
of  proxies  for  use at its Annual Meeting of Stockholders  (the
"Meeting")  scheduled to be held on Friday, April  26,  1996,  at
10:30   A.M.,  Los  Angeles  time,  at  the  Santa  Monica  Civic
Auditorium,  1855 Main Street, Santa Monica, California,  and  at
any  and  all  adjournments thereof. It is anticipated  that  the
mailing  to stockholders of this Proxy Statement and the enclosed
form of proxy will commence on or about March 12, 1996.

  At  the Meeting, stockholders of Occidental will vote upon: (1)
the  election of five directors for a term of three years and one
director  for  a term of two years; (2) the ratification  of  the
selection  of  independent public accountants for 1996;  (3)  the
approval  of the Occidental Petroleum Corporation 1996 Restricted
Stock Plan for Non-Employee Directors (the "Stock Plan"); and (4)
such  other business as may properly come before the Meeting  and
any  and all adjournments thereof, including such matters as  may
be duly proposed by stockholders. The Board of Directors knows of
no stockholder proposals that may be presented at the Meeting.
                                
                VOTING RIGHTS AND VOTES REQUIRED
                                
  The  close of business on March 7, 1996, has been fixed as  the
record  date  for the determination of stockholders  entitled  to
receive notice of and to vote at the Meeting. As of the close  of
business on such date, Occidental had outstanding and entitled to
vote 319,190,285 shares of Common Stock, par value $.20 per share
("Common  Stock")  and  3,606,484  shares  of  $3.875  Cumulative
Convertible  Voting Preferred Stock, par value  $1.00  per  share
("Convertible Preferred Stock").

  A  majority  of  the  outstanding shares of  Common  Stock  and
Convertible  Preferred Stock voting together as  a  single  class
must be represented in person or by proxy at the Meeting in order
to  constitute  a  quorum for the transaction  of  business.  The
record  holder  of  each  share of Common Stock  and  Convertible
Preferred  Stock entitled to vote at the Meeting  will  have  one
vote for each share so held.

  When  no  instructions have been given on  a  proxy  card  with
respect  to  a  matter, the shares will be voted  in  the  manner
specified on the card. Pursuant to stock exchange rules, however,
shares  held  in  street name will not be voted with  respect  to
certain matters when no instructions have been given.

  Directors  are  elected  by  a plurality  of  the  votes  cast.
Stockholders  may  not cumulate their votes. The  six  candidates
receiving  the  highest  number of  votes  will  be  elected.  In
tabulating  the  votes, broker nonvotes will be  disregarded  and
have no effect on the outcome of the vote.

  The  affirmative  vote  of the holders of  a  majority  of  the
shares  of  Common Stock and Convertible Preferred  Stock  voting
together  as a single class represented at the Meeting in  person
or  by  proxy  and entitled to vote thereat will be  required  to
ratify  the  selection of independent public accountants  and  to
adopt  the  Stock  Plan. In determining whether the  proposal  to
ratify  the  selection  of  independent  public  accountants  has
received  the requisite number of affirmative votes,  abstentions
and  broker  nonvotes will have the same effect as votes  against
the  proposal. In accordance with the requirements of  Rule  16b-
3(b)  of  the  Securities Exchange Act of 1934,  as  amended,  in
determining whether requisite approval of the Stock Plan has been
received, abstentions will have the same effect as votes  against
the proposal and broker nonvotes will be disregarded.
                                
                                
                                

                                
                                
                        VOTING OF PROXIES
                                
  In  connection with the solicitation by the Board of  Directors
of  proxies for use at the Meeting, the Board has designated  Dr.
Ray  R. Irani and Dr. Dale R. Laurance to vote shares represented
by  such  proxies.  Shares represented by all  properly  executed
proxies  will  be  voted at the Meeting in  accordance  with  the
instructions specified thereon. If no instructions are specified,
the  shares  represented by any properly executed proxy  will  be
voted  FOR  the  election  of  the nominees  listed  below  under
"Election of Directors," FOR the ratification of the selection of
independent public accountants and FOR the adoption of the  Stock
Plan.

  The  Board  of Directors is not aware of any matter  that  will
come  before the Meeting other than as described above.  However,
if  any  such other matter is duly presented, in the  absence  of
instructions  to  the contrary, such proxies  will  be  voted  in
accordance with the judgment of Drs. Irani and Laurance.
                                
                       CONFIDENTIAL VOTING
                                
  Occidental  has  a policy that all proxies, ballots  and  other
voting materials that identify how a stockholder voted are to  be
kept  permanently confidential and are not to be disclosed to  an
entity or person, including the directors, officers, employees or
stockholders of Occidental, except (i) to allow the tabulator  to
tabulate  and  certify the vote, (ii) to comply with  federal  or
state  law,  including  the  order of any  court,  department  or
agency,  (iii) in connection with a contested proxy solicitation,
(iv) if a stockholder makes a written comment on a proxy card  or
ballot  or (v) if a stockholder expressly requests disclosure  of
his  or  her  vote. The receipt and tabulation  of  the  proxies,
ballots and voting materials and the performance of the duties of
the  inspector  of  elections must be  by  one  or  more  parties
independent  of  Occidental,  its  Board  of  Directors  and  any
stockholder holding more than 10 percent of the voting securities
of  Occidental.  The  tabulator and inspector  of  elections  are
required  to  sign  a statement acknowledging the  obligation  to
comply with the policy.
                                
                      REVOCATION OF PROXIES
                                
  Any  proxy  given pursuant to this solicitation may be  revoked
by  a  stockholder at any time before it is exercised. Any  proxy
may  be  revoked by a writing, by a valid proxy bearing  a  later
date  delivered  to Occidental or by attending  the  Meeting  and
voting in person.
                                
                     SOLICITATION OF PROXIES
                                
  The  expenses of this solicitation will be paid by  Occidental.
To  the  extent necessary to ensure sufficient representation  at
the Meeting, proxies may be solicited by any appropriate means by
officers, directors and regular employees of Occidental, who will
receive   no  additional  compensation  therefor.  In   addition,
Occidental has engaged the services of Georgeson & Company  Inc.,
a firm specializing in proxy solicitation, to solicit proxies and
to  assist  in the distribution and collection of proxy  material
for  a fee estimated at approximately $15,000, plus reimbursement
of  out-of-pocket expenses. Occidental will pay  persons  holding
stock  in their names or in the names of their nominees, but  not
owning  such stock beneficially (such as brokerage houses,  banks
and  other fiduciaries), for the expense of forwarding soliciting
material to their principals.
                                
                      ELECTION OF DIRECTORS
                                
  The  directors  of Occidental are divided into  three  classes,
with  approximately  one  third of  the  directors  standing  for
election  each  year. In February 1996, the  Board  of  Directors
increased  the  size  of the Board of Directors  from  12  to  14
members  effective  on  the date of the  Meeting.  The  Board  of
Directors  has designated that one of the directorships resulting
from the increase in the size of the Board to be in the class  of
directors  whose terms expire in 1999 and the other in the  class
of  directors  whose  terms  expire in  1998.  Accordingly,  five
directors  will be elected at the Meeting for terms  expiring  in
1999  and  one  director will be elected for a term  expiring  in
1998. All of the
 
                              2


  
directors  whose  terms  expire at  the Meeting  previously  were
elected by the stockholders. No person who has reached the age of
72  is  eligible for election as a director of Occidental  except
that  any  person who at December 15, 1994, was aged 72 or  older
and  serving  as  a  director is eligible  for  reelection  as  a
director  once,  at the annual meeting of stockholders  occurring
upon  expiration of the term of office such director was  serving
at December 15, 1994.

  The  six  persons  designated by  the  Board  of  Directors  as
nominees  for  election  at the Meeting  as  directors  are  Miss
Rosemary  Tomich,  Senator Albert Gore,  and  Messrs.  Edward  P.
Djerejian,  David  R.  Martin, George  O.  Nolley,  and  John  F.
Riordan.

  It  is  intended that proxies received will be  voted  for  the
election  as directors of Miss Tomich, Senator Gore, and  Messrs.
Martin,  Nolley  and  Riordan,  to  serve  for  three-year  terms
expiring  at the 1999 annual meeting and Mr. Djerejian  to  serve
for  a  two-year  term expiring at the 1998 annual  meeting,  and
until  their successors are elected and qualified. In  the  event
any nominee should be unavailable at the time of the Meeting, the
proxies  may  be voted for a substitute nominee selected  by  the
Board of Directors.

  The   following  biographical  information  is  furnished  with
respect  to each of the six nominees for election at the  Meeting
and  for  each  of  the other eight directors  whose  terms  will
continue after the Meeting.
                                
               NOMINEES FOR TERM EXPIRING IN 1999
                                
                                
(PHOTOGRAPH OF SENATOR ALBERT GORE, SR.)
SENATOR ALBERT GORE, Sr., 87                  Director since 1972
Former Executive Vice President
of Occidental; Former United States Senator.

Senator Gore was a United States Congressman for 14 years, and  a
Senator  for  18 years. Thereafter, Senator Gore  and  his  wife,
Pauline,  were  in the private practice of law  with  offices  in
Washington,   D.C.,  Nashville,  Tennessee   and   Los   Angeles,
California.  He  was  elected  an  Executive  Vice  President  of
Occidental  and Chairman of the Board of Occidental's  subsidiary
Island  Creek  Coal  Company in September  1972.  He  held  these
positions until August 1983. As a legislator, he was a leader  in
the  development  of  atomic  weapons programs,  nuclear  energy,
foreign relations, international trade and taxation. As a  member
of  the  Joint Committee on Atomic Energy, the Finance  Committee
and   the   Foreign  Relations  Committee,  he   coauthored   the
Gore-Holifield Bill relating to the development of nuclear  power
and  the Gore-Fallon Interstate Highway Bill and was a leader and
author  of  several  international trade  amendments  and  bills.
President  Kennedy appointed Senator Gore as a  delegate  to  the
United Nations where he succeeded in negotiating an agreement  on
outer  space  between  the United States and  the  former  Soviet
Union. Since retiring from Occidental, Senator Gore has served on
the  faculty of Vanderbilt University and was a visiting  scholar
at  the  Kennedy Institute of Harvard University,  University  of
California,  Davis, and other institutions. Among other  literary
undertakings,  he  is  the  author  of two books: "The Eye of the 
Storm" and "Let the Glory Out". He is now active as a businessman 
in real estate,  cattle,  automobiles, antique mall ventures  and  
other commercial undertakings.
                                
(PHOTOGRAPH OF DAVID R. MARTIN)
DAVID R. MARTIN, 64
Executive Vice President of Occidental;
President, Chief Executive Officer and a
Director of Occidental Oil and Gas Corporation.

Mr.  Martin  was  elected  President of Occidental  Oil  and  Gas
Corporation in 1983, its Chief Operating Officer in 1986 and  its
Chief Executive Officer in 1993, and has served as Executive Vice
President  of  Occidental Petroleum Corporation since  1983.  Mr.
Martin is a director and a member of the Finance Committee of the
Board of Directors of Canadian Occidental Petroleum Ltd. He  also
serves  on  the boards of several community service organizations
as well as the Board of Directors of California State University,
Bakersfield  Foundation. He served as Chairman of the  California
State University, Bakersfield Foundation Board from 1989 to 1991.
Mr.  Martin is a graduate of the University of California at  Los
Angeles,  where  he received both a B.A. and an  M.A.  degree  in
geology. He is a registered geologist in the state of

                              3



California,  a  member of the American Association  of  Petroleum
Geologists and the American Institute of Professional Geologists.
                                
(PHOTOGRAPH OF GEORGE O. NOLLEY)
GEORGE O. NOLLEY, 80                          Director since 1983
Ranching and Investments.

Mr.  Nolley has been engaged in ranching and farming since  1961.
He   was   a  founder,  officer  and  director  of  The   Permian
Corporation, which was subsequently (from 1965 to 1983) a  wholly
owned  subsidiary of Occidental, and he was a director of  Cities
Service Company when Occidental acquired that company in 1982.

  Committees:    Audit   (Chairman);   Compensation   (Chairman);
Environmental, Health and Safety; Investment.
                                
(PHOTOGRAPH OF JOHN F. RIORDAN)
JOHN F. RIORDAN, 60                           Director since 1991
Executive Vice President of Occidental;
President, Chief Executive Officer
and a Director of MidCon Corp.

Mr. Riordan became Chief Executive Officer of MidCon Corp., which
conducts Occidental's natural gas transmission business, in  1990
and  was  elected  an Executive Vice President of  Occidental  in
1991.  He has been President and a director of MidCon Corp. since
1988.  Mr. Riordan joined Occidental's chemical division in 1958.
From 1987 to 1988, he was President and a director of the company
that was the natural gas liquids affiliate of Occidental Oil  and
Gas  Corporation. He was Executive Vice President and a  director
of  OXY  USA Inc. and Executive Vice President of Occidental  Oil
and  Gas  Corporation from 1986 to 1988. Mr. Riordan has  a  B.S.
degree  in chemistry from Niagara University and an M.B.A. degree
from the State University of New York at Buffalo. Mr. Riordan  is
Vice  Chairman  of the Gas Research Institute and serves  on  the
boards of the American Gas Association and the Interstate Natural
Gas  Association  of  America. He is a member  of  the  Board  of
Directors  of  CBI  Industries, Inc. He  is  a  director  of  the
Chicagoland  Chamber of Commerce and a governing  member  of  the
Orchestral Association in Chicago.
                                
(PHOTOGRAPH OF ROSEMARY TOMICH)
ROSEMARY TOMICH, 58                           Director since 1980
Owner, Hope Cattle Company and A. S. Tomich
Construction Company; Chairman of the Board
of Directors and Chief Executive Officer,
Livestock Clearing Inc.

Miss  Tomich has been owner of the Hope Cattle Company, a feeding
operation, since 1958. Since 1970, she has been the owner of  the
A.  S.  Tomich  Construction Company in Los Angeles,  California.
Miss  Tomich is a founding director of Palm Springs Savings Bank,
a  Trustee  of  the  Salk  Institute for  Biological  Studies,  a
director  of the Betty Clooney Foundation for Persons With  Brain
Injury,  a  director of Continental Culture Specialists  Inc.,  a
member  of  the  Advisory  Board of the  University  of  Southern
California School of Business Administration and a member of  the
President's Corporate Cabinet of the California Polytechnic State
University San Luis Obispo.
                                
  Committees:   Executive;  Audit;  Compensation;  Environmental,
Health and Safety (Chairperson); Investment.
                                
                              4


                                
                                
                NOMINEE FOR TERM EXPIRING IN 1998
                            -------                                
                                
(PHOTOGRAPH OF EDWARD P. DJEREJIAN)
EDWARD P. DJEREJIAN, 56
Director-James A. Baker III Institute
for Public Policy at Rice University
Houston, Texas.

Ambassador  Djerejian  assumed  the  position  as  the   founding
Director of the James A. Baker III Institute for Public Policy at
Rice  University  in  1994. His career  in  foreign  service  has
spanned  the administrations of eight U.S. Presidents. Ambassador
Djerejian   served  President  Clinton  as  the   United   States
Ambassador to Israel from 1993 to 1994, both President  Bush  and
President  Clinton  as  Assistant Secretary  of  State  for  Near
Eastern  Affairs  from  1991 to 1993  and  President  Reagan  and
President  Bush  as U.S. Ambassador to the Syrian  Arab  Republic
from  1988  to 1991. Ambassador Djerejian also served  as  Deputy
Assistant Secretary of Near Eastern and South Asian Affairs  from
1986  to 1988 and Deputy Chief of the U.S. mission to the Kingdom
of  Jordan  from  1981 to 1984. In 1985, he was assigned  to  the
White  House  as  Special Assistant to the President  and  Deputy
Press Secretary for Foreign Affairs. Ambassador Djerejian is also
an  expert in Soviet and Russian affairs and, from 1979 to  1981,
was  assigned to the U.S. Embassy in Moscow, where he headed  the
political  section.  Ambassador  Djerejian  joined  the   Foreign
Service  in 1962, after serving in the United States  Army  as  a
First  Lieutenant in the Republic of Korea between 1961 and 1962.
In  addition to his assignments in Moscow and Amman, he served as
a  political  officer in Beirut, Lebanon from 1966  to  1969  and
Casablanca, Morocco from 1969 to 1972. Between 1975 and  1977  he
was   assigned  as  U.S.  Consul  General  in  Bordeaux,  France.
Ambassador  Djerejian graduated with a Bachelor of  Science  from
the  School of Foreign Service at Georgetown University in  1960.
He received an Honorary Doctorate in the Humanities from his alma
mater  in 1992. Ambassador Djerejian is a member of the Board  of
Directors   of  Global  Industries,  Inc.  Ambassador   Djerejian
received  the Presidential Distinguished Service Award  in  1994,
the  Department of State's Distinguished Honor Award in 1993  and
numerous  other  honors,  including the  President's  Meritorious
Service  Award in 1988, the Ellis Island Medal of Honor in  1993,
and  the Anti-Defamation League's Moral Statesman Award in  1994.
He  is  a  member of the Council on Foreign Relations,  The  Asia
Society,   Business  Council  for  International   Understanding,
International  Institute for Strategic Studies  and  The  Bretton
Woods Committee.
                                
                      CONTINUING DIRECTORS
                            -------                                
                                
(PHOTOGRAPH OF ARTHUR GROMAN)
ARTHUR GROMAN, 81                             Director since 1957
Lawyer-Senior Partner of the law firm           Term expires 1997
of Mitchell, Silberberg & Knupp,
Los Angeles, California.

Mr.  Groman  has served on the Board of Directors  of  Occidental
longer than any other director, having been first elected in June
1957.  He  is the senior partner of the Los Angeles law  firm  of
Mitchell,  Silberberg & Knupp, having been associated  with  that
firm since 1944. Previously, he was an attorney in the Office  of
the  General  Counsel  in  the U.S. Treasury  Department  and  an
attorney for the Bureau of Internal Revenue. He is the author  of
numerous articles on taxation. Mr. Groman is a cofounder  of  the
Tax  Institute  of the Law School of the University  of  Southern
California, a Fellow of the American College of Trial Lawyers,  a
past  President of the California Institute for Cancer  Research,
an  emeritus  member  of the Board of Directors  of  Cedars-Sinai
Medical Center and a member of the Board of Visitors of the  UCLA
Medical School. He has served as President of the Yale Law School
Alumni Association of Southern California.
                                
  Committees: Executive; Nominating (Chairman).
                                
                              5


                                
                                
(PHOTOGRAPH OF J. ROGER HIRL)
J. ROGER HIRL, 64                             Director since 1988
Executive Vice President of Occidental;         Term expires 1997
President and Chief Executive Officer of
Occidental Chemical Corporation.

Mr.  Hirl  became  President  and  Chief  Operating  Officer   of
Occidental  Chemical Corporation in 1983 and its Chief  Executive
Officer  in  1991. He was elected an Executive Vice President  of
Occidental in 1984. Before joining Occidental, he was Senior Vice
President  of the Chemicals Group of Olin Corporation,  where  he
was  responsible for all business units. During a 23-year  career
with  Olin,  Mr.  Hirl  held  a number of  management  positions,
including Vice President of Administration and Vice President and
General Manager of the company's industrial chemicals department.
Mr.  Hirl  is  a  graduate of the University of  Iowa,  where  he
received a B.L.S. degree in liberal arts. Mr. Hirl is Chairman of
the Board of the Chlorine Chemistry Council and the Office of the
Chemical  Industry Trade Advisor and serves as  Chairman  of  the
Society  of  Chemical Industry-American Section.  He  is  a  past
Chairman  of the Board of the Chemical Manufacturers Association,
the American Plastics Council and the Chlorine Institute. He is a
director of Armand Products Company, Clean Sites, Texas Taxpayers
and Research Association, The Dallas Citizens Council, The Dallas
Together Forum and The Science Place, Dallas.
                                
(PHOTOGRAPH OF DR. RAY R. IRANI)
DR. RAY R. IRANI, 61                          Director since 1984
Chairman of the Board, President and Chief      Term expires 1998
Executive Officer of Occidental; Chairman of
the Board of Canadian Occidental Petroleum Ltd.

Dr.  Irani  has  been  Chairman, President  and  Chief  Executive
Officer  of  Occidental  since  1990  and  a  director   of   the
corporation  since  1984. He was President  and  Chief  Operating
Officer  of Occidental from 1984 to 1990 and before that  was  an
Executive Vice President of the corporation. Dr. Irani joined the
Occidental  organization in 1983 as Chairman and Chief  Executive
Officer  of Occidental Chemical Corporation. He has been Chairman
of  the  Board of Canadian Occidental Petroleum Ltd. since  1986.
From  1973  until  he joined Occidental, Dr. Irani  held  various
positions   with  Olin  Corporation  and  ultimately  served   as
President and Chief Operating Officer of Olin Corporation and  as
a member of that firm's board of directors.

  Dr.  Irani  received  a  B.S.  degree  in  chemistry  from  the
American  University of Beirut in 1953 and a  Ph.D.  in  physical
chemistry from the University of Southern California in 1957.  He
holds 50  U.S. patents and more than 100 foreign patents, is  the
author  of  the book "Particle Size" and has  published more than  
50 technical papers.
  
  Dr.  Irani  is  a  director  of  the  National  Association  of
Manufacturers,  the  American Petroleum Institute,  the  National
Committee  on  United States-China Relations, the Jonsson  Cancer
Center  Foundation/UCLA, Cedars Bank and Kaufman and  Broad  Home
Corporation.  He  is a member of the National Petroleum  Council,
the  American Institute of Chemists, Inc., the American  Chemical
Society,   the  Scientific  Research  Society  of  America,   the
Industrial   Research  Institute,  The  Conference   Board,   the
California  Business  Roundtable  and  the  U.S.-Russia  Business
Council. He is a trustee of the University of Southern California
and  serves  on  the  CEO Board of Advisors of  the  University's
School  of Business Administration. He also is a trustee  of  St.
John's  Hospital  &  Health Center Foundation  and  the  American
University of Beirut and is a member of the Board of Governors of
Town Hall and the World Affairs Council.
  
  Dr.  Irani  was  the  recipient of the  American  Institute  of
Chemists'  1983  Honorary Fellow Award, Polytechnic  University's
1988   Creative  Technology  Award  and  the  Chemical  Marketing
Research  Association's 1990 Man of the Year Award.  He  received
the  B'nai B'rith 1991 International Corporate Achievement  Award
and,  in  1992,  the CEO of the Year Bronze Award from "Financial
World" magazine and the Americanism Award from the Boy Scouts  of
America.  He  also received the 1994 Distinguished Service  Award
presented  by  the American Jewish Committee and,  in  1995,  was
selected by "The Wall Street Transcript" as its silver honoree.
  
                              6


  
  
  Dr.  Irani  was appointed in 1994 by President Clinton  to  the
President's   Export  Council,  the  premier  national   advisory
committee on international trade. Dr. Irani is the only appointee
to the Council from the energy and chemical industries.

  Committee: Executive (Chairman).
                                
(PHOTOGRAPH OF JOHN W. KLUGE)
JOHN W. KLUGE, 81                             Director since 1984
Chairman of the Board                           Term expires 1997
and President of
Metromedia Company,
New York, New York.

Mr.  Kluge  has  been  Chairman of the  Board  and  President  of
Metromedia   Company  since  1986.  Metromedia   Company   is   a
diversified    investment   partnership   with   activities    in
telecommunications, food services, robotic painting and  computer
software.  Mr.  Kluge  is a director of Metromedia  International
Group, Inc., The Bear Stearns Companies Inc., WorldCom Inc.,  PON
Holding  Corp. and Metromedia Steakhouses Company, L.P. He  is  a
Governor  of  the  New  York College of Osteopathic  Medicine,  a
Trustee of the Preventive Medicine Institute-Strang Clinic and  a
member of the Advisory Committee of Chemical Banking Corporation.
                                
(PHOTOGRAPH OF DR. DALE R. LAURANCE)
DR. DALE R. LAURANCE, 50                      Director since 1990
Executive Vice President and                    Term expires 1998
Senior Operating Officer
of Occidental.

Dr.  Laurance was elected Senior Operating Officer and a director
of  Occidental in 1990 and Executive Vice President-Operations in
1984.  He  joined  Occidental in 1983  as  a  Vice  President  of
Occidental  Chemical  Corporation.  He  is  also  a  Director  of
Canadian  Occidental  Petroleum Ltd.,  Jacobs  Engineering  Group
Inc., Leslie's Poolmart Inc., The Armand Hammer Museum of Art and
Cultural  Center,  Inc., Chemical Manufacturers Association,  Los
Angeles  Area Chamber of Commerce, U.S.-Arab Chamber of Commerce,
Boy  Scouts of America and Western Los Angeles County Council and
a   member  of  the  Advisory  Board  of  the  Chemical  Heritage
Foundation. He is a past Chairman of the Advisory Board  for  the
Department   of  Chemical  and  Petroleum  Engineering   at   the
University  of  Kansas  and is a recipient of  the  Distinguished
Engineering Service Award from the School of Engineering  at  the
University  of  Kansas. Dr. Laurance has  served  as  a  Managing
Director of the Joffrey Ballet Company.

  Committee: Executive.
                                
(PHOTOGRAPH OF IRVIN W. MALONEY)
IRVIN W. MALONEY, 65                          Director since 1994
President and Chief Executive Officer           Term expires 1998
of Dataproducts Corporation,
Woodland Hills, California.

Mr.  Maloney has been President and Chief Executive Officer since
April   1992  of  Dataproducts  Corporation  of  Woodland  Hills,
California,  which designs, manufactures and markets  a  complete
line of impact and nonimpact printers and supplies for computers.
He  joined  Dataproducts in 1988 and was  elected  President  and
Chief  Operating  Officer  in  October  1991.  Prior  to  joining
Dataproducts,  Mr.  Maloney had served  for  three  years  as  an
Executive  Vice President of Contel Corporation and President  of
Contel's  information  systems sector;  was  General  Manager  of
Harris  Corporation's  customer  support  and  national  accounts
divisions;  and  spent  27 years in various management  positions
with International Business Machines, lastly as Vice President of
western  field operations. He is affiliated with the  Center  for
Corporate Innovation.

  Committee: Compensation.
                                
                              7


                                
                                
(PHOTOGRAPH OF RODOLFO SEGOVIA)
RODOLFO SEGOVIA, 59                           Director since 1994
Managing Partner of                             Term expires 1997
Inversiones Sanford S.A.
Bogota, Colombia.

Mr.  Segovia  has served as the Managing Partner  of  Inversiones
Sanford  S.A.,  a  conglomerate with interests  in,  among  other
things,  the  manufacture of wire and cable,  polyvinyl  chloride
resins   and  compounds,  and  stabilizers  and  other  specialty
chemicals  for  the  plastics industry,  since  January  1994,  a
position he also held from 1986 to 1990. He was a Senator of  the
Republic of Colombia from 1990 to 1993 and the Minister of Public
Works  and Transportation for the Republic of Colombia from  1985
to 1986. He was President of Empresa Colombiana de Petroleos from
1982  to  1985 and prior to that spent 17 years with Petroquimica
Colombiana,  S.A. in a number of management positions,  including
President.  Mr.  Segovia has a B.S. in Chemical Engineering  from
the  Massachusetts  Institute of Technology,  an  M.A.  in  Latin
American History from the University of California, Berkeley, and
a  Certificate  in  Economic Development from  the  French  IRFED
institute. He is a member of the Colombian Academy of History and
a  trustee of the University of Los Andes. He has been a lecturer
at the  War College (Colombia)  since 1981  and  is the author of
"The   Fortifications   of  Cartagena  de  Indias,  Strategy  and 
History".  Mr. Segovia   is   a   recipient   of   the   Colombia
Distinguished  Engineers  Award  and  the  Order  of Merit of the 
French Republic.
                                
  Committee: Environmental, Health and Safety.
                                
(PHOTOGRAPH OF AZIZ D. SYRIANI)
AZIZ D. SYRIANI, 53                          Director since 1983
President and Chief                            Term expires 1998
Operating Officer, The Olayan
Group of Companies.

Mr.  Syriani  has  served since 1978 as the President  and  Chief
Operating  Officer  of  The Olayan Group, a diversified  trading,
services   and   investment  organization  with  activities   and
interests  in  the  Middle  East  and  elsewhere.  He  has   been
associated  with  The Olayan Group since 1973, first  as  outside
legal  counsel  and then as a full-time executive  in  1976.  Mr.
Syriani obtained his LL.M. degree from Harvard Law School.
                                
  Committees: Investment (Chairman); Nominating.
                                
 INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
                           -------                                
  The  Board of Directors has established an Executive Committee,
consisting  of Dr. Irani, as Chairman, Mr. Groman,  Dr.  Laurance
and Miss Tomich, which, to the extent permitted by law, exercises
the  powers  of the Board with respect to the management  of  the
business  and  affairs of Occidental between Board meetings.  The
Executive Committee held one meeting during 1995 and acted in one
instance  by unanimous written consent in lieu of a meeting.  The
Board   has   also  established  standing  Audit;   Compensation;
Nominating;  Environmental,  Health and  Safety;  and  Investment
Committees.

  The Audit Committee, consisting of Mr. Nolley, as Chairman, and
Miss  Tomich, selects the firm of independent public  accountants
that  audits the consolidated financial statements of  Occidental
and  its  subsidiaries, discusses the scope and  results  of  the
audit  with  the  accountants, discusses  Occidental's  financial
accounting   and  reporting  principles  and  the   adequacy   of
Occidental's  financial controls with the  accountants  and  with
management  and  discusses the results of  internal  audits  with
management. The Audit Committee held six meetings in 1995.

  The  Compensation  Committee,  consisting  of  Mr.  Nolley,  as
Chairman,  Mr. Maloney and Miss Tomich, administers  Occidental's
incentive  plans, including the Incentive Compensation Plan,  the
Executive  Long-Term Incentive Stock Purchase Plan and the  Stock
Option  Plans, and reviews the annual compensation of the  senior
officers  of  Occidental. The Compensation  Committee  held  five
meetings   in  1995.  The  Compensation  Committee's  report   on
executive compensation begins at page 16.
  
                              8


  
  The   Nominating  Committee,  consisting  of  Mr.  Groman,   as
Chairman, and Mr. Syriani, recommends candidates for election  to
the  Board.  The  Nominating  Committee  will  consider  nominees
recommended  by  stockholders if the stockholder  recommendations
are forwarded to the Secretary of Occidental for transmission  to
the  Nominating  Committee and are otherwise in  compliance  with
Occidental's By-laws. Under Occidental's By-laws, nominations for
directors,  other than those made by the Board of Directors,  are
subject  to  receipt  by  Occidental of notice  of  the  proposed
nomination not less than 50 days nor more than 75 days  prior  to
the  meeting; provided, however, that in the event that less than
60  days  notice or prior public disclosure of the  date  of  the
meeting  is  given  or  made  to  stockholders,  notice  by   the
stockholder  to  be timely must be received not  later  than  the
close of business on the 10th day following the day on which  the
notice  of  the  date of the meeting was mailed  or  such  public
disclosure   was   made,  whichever  first   occurs.   Additional
information  is  also required as specified in  Occidental's  By-
laws,  a  copy  of  which may be obtained  from  Occidental  upon
request. The Nominating Committee held two meetings in 1995.

  The  Environmental, Health and Safety Committee, consisting  of
Miss  Tomich,  as  Chairperson, and Messrs. Nolley  and  Segovia,
reports to the Board on environmental, health and safety matters;
reviews   all  environmental  and  safety  audits;  and  monitors
significant   environmental,  health  and  safety   issues.   The
Environmental, Health and Safety Committee held six  meetings  in
1995.

  The  Investment  Committee,  consisting  of  Mr.  Syriani,   as
Chairman,  Mr. Nolley and Miss Tomich, reviews and makes  written
recommendations  to  the  Board related to  significant  business
activities  outside  the areas of Occidental's  primary  business
operations  (oil  and  gas, gas transmission  and  chemicals)  or
domestic   coal.   Although  there  were  no  matters   for   its
consideration, the Investment Committee acted once  by  unanimous
written consent and held three meetings in 1995.

  The  Board of Directors held six regular meetings during  1995.
Each director, except Mr. Kluge, attended at least 75 percent  of
the  aggregate of the meetings of the Board of Directors and  the
committees of which he or she was a member.

  Non-employee  directors  are paid a  monthly  retainer  at  the
annual rate of $25,000, plus $1,000 for each meeting of the Board
of  Directors  or  of  its committees they attend.  During  1995,
certain  directors also were compensated on a similar  basis  for
service  as  directors  of  the Occidental  Petroleum  Charitable
Foundation,   Inc.  If  the  1996  Restricted  Stock   Plan   for
Non-Employee  Directors  described on  pages  20  through  22  is
approved  at  the Meeting, each non-employee director  will  also
receive  an annual grant of 250 shares of Common Stock,  plus  an
additional  200 shares of Common Stock for each committee  he  or
she chairs.
                                
   COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
                            -------                           
  As  noted  above,  the  current  members  of  the  Compensation
Committee are Messrs. Nolley and Maloney and Miss Tomich. None of
the  members of the Compensation Committee served as a member  of
the  compensation  committee or other board committee  performing
similar functions of any other entity in 1995.
                                
                   RELATED PARTY TRANSACTIONS
                            -------      
  For  many  years,  Occidental and certain of  its  subsidiaries
have  used  the  services  of various  attorneys,  including  Mr.
Groman, at the law firm of Mitchell, Silberberg & Knupp, of which
Mr.  Groman is a senior partner. During 1995, Occidental and such
subsidiaries  paid  the  firm approximately  $871,600  for  legal
services  and disbursements. In addition, Occidental has  entered
into  a consultation agreement with Mr. Groman pursuant to  which
he  will  render  consulting services for a term of  seven  years
after  he ceases to be a director for annual compensation  during
such  term of $25,000, with one-half of such compensation payable
to  designated beneficiaries for the balance of such term  if  he
dies prior to its expiration.

                              9


  
  
                                
 COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
                              1934
                             -------                                
  Pursuant  to  Section 16(a) of the Securities Exchange  Act  of
1934  and  the  rules  issued thereunder, Occidental's  executive
officers  and directors are required to file with the  Securities
and  Exchange Commission and the New York Stock Exchange  reports
of  ownership and changes in ownership of Common Stock. Copies of
such  reports  are required to be furnished to Occidental.  Based
solely  on its review of the copies of such reports furnished  to
Occidental,  or  written representations  that  no  reports  were
required,  Occidental  believes that, during  1995,  all  of  its
executive officers and directors complied with the Section  16(a)
requirements.
                                
         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                         AND MANAGEMENT
 
  On  February 29, 1996, the beneficial owners shown  below  were
the  only persons known to Occidental to be the beneficial  owner
of  five  percent or more of any class of the outstanding  voting
securities of Occidental. As explained above under "Voting Rights
and Votes Required," Convertible Preferred Stock and Common Stock
vote  together as a class. Accordingly, the voting power of  each
of  the  beneficial owners of Convertible Preferred  Stock  shown
below  is  less  than  one  percent  of  the  combined  class  of
Convertible Preferred Stock and Common Stock.
_________________________________________________________________ 
                                        Amount and         
                                        Nature of     
Title of         Name and Address       Beneficial     Percent of
 Class          of Beneficial Owner     Ownership        Class
_________________________________________________________________            

Common Stock     FMR Corp.              19,395,802       6.0%
                 82 Devonshire                 (1)
                 Street
                 Boston,
                 Massachusetts 02109

$3.875           Lamar Hunt Trust        1,241,448(2)   34.4%
Convertible      Estate                      
Voting           1601 Elm Street,
Preferred        Suite 1962
                 Dallas, Texas 75201

$3.875           Nelson Bunker Hunt      1,170,732(2)   32.5%
Convertible      Trust Estate                
Voting           500 Akard, Suite 3500
Preferred        Dallas, Texas 75201

$3.875           William Herbert         1,194,304(2)   33.1%
Convertible      Hunt Trust Estate            
Voting           1602 Elm Street,
Preferred        Suite 3900
                 Dallas, Texas 75201

_________________________________________________________________            
  (1)     Pursuant  to the Schedule 13G filed as of February  15,
1996, with Securities and Exchange Commission, FMR Corp. has sole
voting  power for 1,745,815 shares and sole investment power  for
19,395,802 shares. The number of shares of Common Stock  includes
1,941,269 shares resulting from the assumed conversion of 883,600
shares  of  Occidental's $3.875 Convertible Preferred  Stock  and
5,800,426  shares  resulting  from  the  assumed  conversion   of
2,021,000  shares  of Occidental's $3.00 CXY-Indexed  Convertible
Preferred Stock.
  (2)     Occidental  has been advised that the  owner  has  sole
voting  and  investment power with respect to the  shares  listed
above.
                                
                              10


                                
                                
  The  following  table sets forth certain information  regarding
the beneficial ownership of Common Stock as of February 29, 1996,
by  the  five  highest-paid executive officers, the directors  of
Occidental  and  Mr. Djerejian, a nominee for Director,  and  all
executive officers and directors as a group.

_________________________________________________________________
                                Amount and        
                                Nature of      
Name of Beneficial              Beneficial         Percent of
     Owner                      Ownership(1)         Class
_________________________________________________________________
Ray R. Irani                    1,621,373             (2)
Dale R. Laurance                  303,094             (2)
J. Roger Hirl                     207,345             (2)
David R. Martin                   174,510             (2)
John F. Riordan                   192,311(3)          (2)
Edward P. Djerejian                   200             (2)
Albert Gore, Sr.                   34,087(4)          (2)
Arthur Groman                      17,000             (2)
John W. Kluge                      20,000             (2)
Irvin W. Maloney                    1,500             (2)
George O. Nolley                    1,556             (2)
Rodolfo Segovia                     6,041(5)          (2)
Aziz D. Syriani                     1,000             (2)
Rosemary Tomich                     4,500             (2)

All executive officers and                     
directors as a group            3,444,551(6)       1.1%
   (27 persons)

________________________________________________________________
  (1)     Does  not  include shares acquired after  December  31,
1995, under the Occidental Petroleum Corporation Savings Plan  or
the  Dividend  Reinvestment  Plan.  Each  executive  officer  and
director possesses sole voting and investment power with  respect
to  the  shares  listed, except for 637,709 shares  held  by  Dr.
Irani, 111,296 shares held by Dr. Laurance, 51,489 shares held by
Mr. Hirl, 46,838 shares held by Mr. Martin and 42,378 shares held
by  Mr.  Riordan,  for  which investment  power  had  not  vested
pursuant to the Occidental Petroleum Corporation Executive  Long-
Term Incentive Stock Purchase Plan (the "Stock Purchase Plan") or
the  Occidental Petroleum Corporation 1995 Incentive  Stock  Plan
(the  "1995 Stock Plan"). Shares shown also include the following
shares  subject to options exercisable on February 29,  1996,  or
becoming  exercisable  within  60  days  thereafter:  Dr.  Irani,
836,668  shares; Dr. Laurance, 161,667 shares; Mr. Hirl,  131,667
shares;  Mr.  Martin,  85,000 shares; and  Mr.  Riordan,  114,001
shares.
  (2)    Less than one percent.
  (3)     Holdings include 100 shares held by Mr. Riordan's wife,
as to which Mr. Riordan disclaims any beneficial ownership.
  (4)     Holdings  include 5,500 shares held by  Senator  Gore's
wife,   as   to  which  Senator  Gore  disclaims  any  beneficial
ownership.
  (5)     Holdings  include 5,000 shares held by Mr.  Segovia  as
trustee for the benefit of his children.
  (6)      Holdings   include  1,881,687  shares   that   certain
executive officers and directors could acquire upon the  exercise
of   options  exercisable  on  February  29,  1996,  or  becoming
exercisable  within  60 days thereafter,  as  well  as  1,167,789
restricted shares issued pursuant to the Stock Purchase  Plan  or
the 1995 Stock Plan for which investment power had not vested.
                                
                     EXECUTIVE COMPENSATION

                       COMPENSATION TABLES
                            -------
  Set  forth  below are tables showing: (1) in summary form,  the
compensation paid, for the years shown in the table, to Dr. Irani
and  the four other highest-paid executive officers of Occidental
serving  as  executive officers on December  31,  1995;  (2)  the
options  and stock appreciation rights granted to such executives
in   1995;  and  (3)  exercise  and  year-end  value  information
pertaining to stock options and stock appreciation rights granted
to such executives.

                              11 


  

                          SUMMARY COMPENSATION TABLE
_______________________________________________________________________________________________________

                                         Long-Term Compensation       
                 Annual Compensation            Awards
                 ----------------------  --------------------


                                                                          Securities
                                             Other Annual   Restricted    Underlying     All Other
Name and                                       Compensa-       Stock       Options/       Compen-
Principal              Salary      Bonus        tion(1)      Awards(2)       SARs         sation       
Position        Year    ($)         ($)          ($)            ($)          (#)            ($)    
_______________________________________________________________________________________________________
                                                                     
Ray R.Irani,                                                                 
Chairman,       1995   $1,900,000  $872,000   $981,704(3)    $2,459,444     200,000       $122,714(4)
President and   1994   $1,900,000  $872,000   $647,136(3)    $2,326,869     150,000       $120,874(4)  
Chief Execu-    1993   $1,900,000  $872,000   $907,615(3)    $2,186,990     150,000       $127,325(4) 
tive Officer

Dale R.                                                         
Laurance,       1995     $820,000  $620,000          0         $394,991      45,000        $183,002(5)
Executive       1994     $790,000  $365,000          0         $375,003      30,000        $181,131(5)
Vice            1993     $750,000  $350,000          0         $375,003      30,000        $177,342(5)
President 
and Senior      
Operat-    
ing
Officer

J.  Roger   
Hirl,           1995     $545,000  $420,000          0         $214,002      35,000         $ 90,689(6)
Executive       1994     $530,000  $210,000          0         $210,001      20,000         $ 87,881(6)
Vice            1993     $525,000  $160,000          0         $210,001      20,000         $ 78,975(6)
President 
          
David  R.                                        
Martin,         1995     $545,000  $390,000          0         $209,998      35,000         $147,914(7)
Executive       1994     $525,000  $260,000          0         $200,005      20,000         $139,231(7)
Vice            1993     $480,666  $200,000          0         $176,800      20,000         $139,220(7) 
President 

John   F.  
Riordan,        1995     $545,000  $335,000          0(8)      $209,998      35,000         $127,600(9) 
Executive       1994     $525,000  $210,000    $55,391(8)      $160,004      20,000         $122,048(9)
Vice            1993     $400,000  $180,000    $18,500(8)      $160,004      20,000         $ 88,071(9) 
President
________________________________________________________________________________________________________
  (1)      None   of  the  executive  officers  listed   received
perquisites  or other personal benefits, securities  or  property
that  exceeded the lesser of $50,000 or 10 percent of the  salary
and  bonus  for  such officer, other than Mr.  Riordan  (in  1994
only), for whom such information is included in footnote (8).
  (2)     Includes  awards made in January 1995 to  each  of  the
executive  officers  listed pursuant to the Occidental  Petroleum
Corporation  1977  Executive Long-Term Incentive  Stock  Purchase
Plan,  subject to a five-year restricted period, and in  December
1995  to  Dr.  Irani pursuant to the 1995 Incentive  Stock  Plan,
subject  to  a four-year restricted period. During the restricted
periods, dividends are paid on the shares awarded. As of December
31,  1995,  Dr.  Irani held 535,185 shares of  restricted  stock,
having  a  value  of  $11,439,579; Dr. Laurance  103,623  shares,
having  a  value of $2,214,942; Mr. Hirl 46,900 shares, having  a
value of $1,002,488; Mr. Martin 42,249 shares, having a value  of
$903,072;  and  Mr.  Riordan 37,789 shares,  having  a  value  of
$807,740.
  (3)      Includes   for  1995,  1994  and  1993,  respectively:
$981,704,  $647,136 and $907,615 of reimbursements,  pursuant  to
Dr.   Irani's   employment  agreement,  for  state   income   tax
expenditures.
  (4)     Includes for 1995, 1994 and 1993, respectively,  unless
otherwise noted: $93,985, $94,233 and $102,351 of director's fees
paid  by  an  equity investee of Occidental; $6,750,  $6,750  and
$7,075  credited pursuant to the Occidental Petroleum Corporation
Savings  Plan  (the  "Savings Plan"); and  $21,979,  $19,891  and
$17,899 of accrued interest on deferred compensation.
  (5)     Includes for 1995, 1994 and 1993, respectively,  unless
otherwise noted: $47,036, $50,439 and $64,697 of director's  fees
paid  by  an  equity investee of Occidental; $6,750,  $6,750  and
$7,075  credited  pursuant to the Savings Plan; $14,250,  $14,250
and   $8,774  credited  pursuant  to  the  Occidental   Petroleum
Corporation  Retirement  Plan (the  "Retirement  Plan"),  a  tax-
qualified,  defined  contribution plan that  provides  retirement
benefits   for   salaried  employees  of   Occidental   and   its
subsidiaries; $111,240, $106,320 and $93,770 credited pursuant to
the    Occidental   Petroleum   Corporation   Senior    Executive
Supplemental  Retirement Plan (the "Senior Retirement  Plan");  a
nonqualified  plan  that was established  to  provide  designated
senior executives


                             12



  
of  Occidental  and  its  subsidiaries  with benefits  that  will
compensate them for certain limitations imposed by federal law on
contributions  that may be made pursuant to the  Retirement  Plan
and  Savings  Plan;  and  $3,726, $3,372 and  $3,026  of  accrued
interest on deferred compensation.
  (6)     Includes for 1995, 1994 and 1993, respectively: $6,750,
$6,750 and $7,075 credited pursuant to the Savings Plan; $12,750,
$12,750  and  $6,417  credited pursuant to the  Retirement  Plan;
$67,365,  $64,920  and $62,378 credited pursuant  to  the  Senior
Retirement  Plan;  and  $3,824,  $3,461  and  $3,105  of  accrued
interest on deferred compensation.
  (7)      Includes   for  1995,  1994  and  1993,  respectively:
$33,799, $29,527 and $45,967 of director's fees paid by an equity
investee  of  Occidental;  $6,750,  $6,609  and  $7,075  credited
pursuant  to  the  Savings  Plan;  $12,750,  $13,109  and  $6,417
credited  pursuant to the Retirement Plan; and  $94,615,  $89,986
and $79,761 credited pursuant to the Senior Retirement Plan.
  (8)     Includes for 1995, 1994 and 1993, respectively,  unless
otherwise  noted:  $18,500  (1993  only)  of  reimbursements  for
relocation and related benefits, $53,182 (1994 only) for personal
use   of  company  aircraft  and  $2,209  (1994  only)  for   tax
preparation services.
  (9)     Includes for 1995, 1994 and 1993, respectively: $6,750,
$6,750 and $7,075 credited pursuant to the Savings Plan; $12,750,
$12,750  and  $4,058  credited pursuant to the  Retirement  Plan;
$94,615,  $90,345  and $65,987 credited pursuant  to  the  Senior
Retirement  Plan;  and $13,485, $12,203 and  $10,951  of  accrued
interest on deferred compensation.



                                
                    OPTION/SAR GRANTS IN 1995
_______________________________________________________________________________
                                
                                               
             Number                                      
               of                                                   
           Securiities     % of Total                               
           Underlying     Options/SARs    Exercise                  Grant
          Options/SARs    Granted to         or                     Date
            Granted       Employees       Base Price   Expiration   Present 
Name         (#)(1)       in 1995         ($/Sh)(2)     Date(3)     Value($)(4)
_______________________________________________________________________________

Ray R.       4,323            0.4%         $23.125     04/27/2005    $23,828
Irani      195,677           17.3%         $23.125     05/27/2005 $1,078,572
                   
                                
Dale R.      4,323            0.4%         $23.125     04/27/2005    $23,828
Laurance    40,677            3.6%         $23.125     05/27/2005   $242,412
                                
                                
J. Roger     4,323            0.4%         $23.125     04/27/2005    $23,828
Hirl        30,677            2.7%         $23.125     05/27/2005   $169,092

                               
David R.     4,323            0.4%         $23.125     04/27/2005    $23,828
Martin      30,677            2.7%         $23.125     05/27/2005   $169,092

                                                 
John F.      4,323            0.4%         $23.125     04/27/2005    $23,828
Riordan     30,677            2.7%         $23.125     05/27/2005   $169,092
______________________________________________________________________________
(1)      Each   of  the  named  executive  officers  received   a
simultaneous grant of Incentive Stock Options ("ISOs")  and  Non-
Qualified  Stock Options ("NQSOs"). The number of ISOs is  listed
first  in the foregoing table, and the number of NQSOs is  listed
second.  The options were granted subject to a three-year vesting
period,   with  34  percent  of  the  options  granted   becoming
exercisable  on  the  first anniversary of  the  grant  date,  33
percent  on  the second anniversary and 33 percent on  the  third
anniversary. The exercisability of the options may be accelerated
in  the event Occidental disposes of all or substantially all  of
its  assets  or Occidental's stockholders dispose  of  or  become
obligated  to dispose of 50 percent or more of the capital  stock
of  Occidental,  in  either  case by means  of  a  sale,  merger,
reorganization  or  liquidation in one or  a  series  of  related
transactions. No stock appreciation rights were granted in 1995.
  (2)     The  exercise  price  and tax  withholding  obligations
related  to  exercise may be paid by delivery  of  already  owned
shares  or by offset of the underlying shares, subject to certain
conditions.
  (3)     The  ISOs were granted for terms of 10 years,  and  the
NQSOs  were granted for terms of 10 years and one month, in  each
case  subject to earlier termination upon the termination  of  an
optionee's employment or retirement.
  (4)     Options are granted at market price on the day  of  the
grant.  The  proxy rules require that either potential realizable
values  at  assumed  annual  stock price  appreciation  rates  or
present  values  at  the  grant  date  be  assigned  to  options.
Occidental has chosen a present value method known as the "Black-
Scholes option pricing model." The assumptions used to arrive  at
the  values  shown  were as follows: expected  volatility-24.19%,
risk-free rate of return-6.93%, dividend yield-4.32% and time  of
exercise-seven  years. The choice of the Black-Scholes  valuation
method  does  not  reflect any belief by Occidental's  management
that  such  method, or any other valuation method, can accurately
assign a value to an option at the grant date.

                              13


  
  
             AGGREGATED OPTION/SAR EXERCISES IN 1995
             AND DECEMBER 31, 1995 OPTION/SAR VALUES
_______________________________________________________________________________
                                          Number of     
                                          Securities             Value of
                                          Underlying            Unexercised
                                          Unexercised           In-the-Money
               Shares                     Options/SARs          Options/SARs
             Acquired                     at 12/31/95           at 12/31/95 
                on         Value              (#)                   ($)
             Exercise     Realized        Exercisable/          Exercisable/
Name            (#)         ($)           Unexercisable         Unexercisable 
_______________________________________________________________________________
Ray R.           0           0               670,001             $837,504
Irani                                        349,999             $362,496
                                
Dale R.          0           0               126,667             $145,629
Laurance                                      74,999              $72,496
                                
J. Roger         0           0               106,667             $111,668
Hirl                                          54,999              $48,332

David R.      40,667     $194,669             60,000                    0
Martin                                        54,999              $48,332

John F.          0           0                89,001             $111,668
Riordan                                       54,999              $48,332

______________________________________________________________________________

                      EMPLOYMENT CONTRACTS
                            -------
  Dr.  Irani  has  an  employment agreement, dated  November  16,
1991,  providing  for:  (1) an annual salary  of  not  less  than
$1,900,000, (2) an annual bonus equal to at least 60  percent  of
his salary, (3) an annual grant of shares of restricted stock not
less in value than the amount of his salary plus one percent  and
(4)  an  annual grant of stock options for at least 75,000 shares
of  Common Stock. The stated expiration date of the agreement  is
November  16,  1998, but the term of the agreement  automatically
extends to seven years from any point in time.

  Upon  his  retirement,  Dr. Irani is  to  receive  supplemental
retirement benefits equal to 50 percent of the highest  aggregate
annual  salary,  bonus and restricted stock award  (collectively,
his "Aggregate Compensation") during his employment by Occidental
(adjusted  for  the cost of living) for life,  less  the  accrued
benefits from Occidental's retirement plans. After his retirement
or  upon  the  termination of his employment by  Occidental,  Dr.
Irani will continue to receive life insurance equal to twice  his
salary,  the  tax and financial planning services  now  generally
available to Occidental executives and amounts to compensate  him
for  the  higher tax rates payable in California that  have  been
paid to him since his move to California.

  In   the   event  of  Dr.  Irani's  death  while  employed   by
Occidental,  Occidental  is  required  to  pay  his   estate   or
designated  beneficiary  a  lump sum equal  to  seven  times  his
highest  Aggregate Compensation while employed by Occidental.  If
Dr.  Irani is married at the time of his death, his wife will  be
entitled,  for the remainder of her life, to health  and  welfare
benefits and to death benefits equal to 25 percent of his highest
Aggregate  Compensation  while employed  by  Occidental.  If  the
agreement  is terminated by Occidental for any reason, Dr.  Irani
is entitled to receive, until the earlier of his death or the end
of  the  remaining term, his salary and a minimum bonus (adjusted
for  the cost of living); his medical, welfare and life insurance
benefits; his existing perquisites; his retirement benefits;  and
the  vesting  of his restricted stock and stock options.  In  the
event  Occidental ceases to be a publicly owned company with  its
Common  Stock listed on the New York Stock Exchange or more  than
35  percent of Occidental's outstanding Common Stock is  acquired
by  any  other  corporation or other person or group  (each  such
event being referred to as a "Change of Control"), Dr. Irani  may
terminate the agreement and elect to treat such termination as  a
termination  by Occidental, and all of his restricted  stock  and
stock  options will vest or be paid for in cash. Occidental  will
hold  Dr.  Irani harmless from the effects of certain  excise  or
other  taxes  payable  by  him  by  reason  of  his  entitlements
following a Change of Control.

                               14


  
  
  Dr. Laurance had an employment agreement with Occidental for  a
term expiring in May 1997, providing for an annual salary of  not
less  than $790,000. In September 1993, Dr. Laurance entered into
a  new  employment agreement with Occidental at the same  minimum
salary  but  having  a  term  with a stated  expiration  date  of
September  16, 2000, that automatically extends beyond such  date
so  that the remaining term at any point in time is not less than
two years. Dr. Laurance is eligible to retire after July 6, 2000,
upon  one  year's written notice to Occidental. Upon  retirement,
Dr.  Laurance  is  to  receive an annual supplemental  retirement
benefit  equal to his highest annual cash salary and  bonus  (his
"Annual  Cash  Compensation") multiplied  by  a  percentage  (the
"Benefit  Percentage")  beginning at 26 percent  before  July  6,
1994, and escalating by two percent on July 6, 1994, and on  that
date each year thereafter up to a maximum of 50 percent (adjusted
for  the cost of living) (his "Accrued Termination Benefit") less
the amounts payable to him under the Occidental retirement plans;
and,  upon his death, his spouse, if any, will receive an  annual
amount equal to one half of the Benefit Percentage multiplied  by
his  highest  aggregate annual salary, cash bonus and  restricted
stock  award  (adjusted  for the cost of  living)  (the  "Spousal
Benefit"). After his retirement after attaining age 55,  or  upon
the  termination  of his employment by Occidental,  Dr.  Laurance
will  continue to receive life insurance equal to his salary  and
medical benefits no less favorable than he received prior to  his
retirement  or termination and his restricted stock  awards  will
continue  to  vest.  In the event of Dr. Laurance's  death  while
employed  by Occidental, his designated beneficiary will  receive
an  amount equal to the Spousal Benefit for a period equal to the
longer of one year or the remainder of the life of Dr. Laurance's
spouse  at  the  time of his death. In addition, his  beneficiary
will  receive  the  insurance  and  other  benefits  provided  by
Occidental  to  senior executives at the time of  Dr.  Laurance's
death, including the restricted stock previously granted him.  If
Dr. Laurance's employment is terminated by Occidental as a result
of incapacity or any other reason, he will receive (i) a lump-sum
payment  equal  to twice his Annual Cash Compensation  within  30
days following his termination and (ii) for the remainder of  his
life, his Accrued Termination Benefit less the amounts payable to
him under the Occidental retirement and disability plans.

  Mr.  Hirl  has  an employment agreement with Occidental  for  a
term expiring in May 1997, providing for an annual salary of  not
less  than $545,000. If Mr. Hirl's employment is terminated as  a
result of incapacity and he is a participant in and qualifies for
benefits  under Occidental's Long-Term Disability Plan (the  "LTD
Plan"),  Occidental will pay Mr. Hirl the difference between  60%
of  his  annual salary and $120,000, the maximum annual LTD  Plan
benefit,  for so long as he remains eligible to receive LTD  Plan
benefits.  In  the event Occidental terminates Mr.  Hirl  without
cause  without two-years' notice, then Occidental  will  pay  Mr.
Hirl  at his current base salary rate for a period equal  to  the
shorter of two years or the remaining term of his agreement  with
Occidental.

  Mr.  Martin has an employment agreement with Occidental  for  a
term  expiring  on  December 31, 2000, providing  for  an  annual
salary  of not less than $565,000. If Mr. Martin's employment  is
terminated  as a result of incapacity and he is a participant  in
and  qualifies  for benefits under the LTD Plan, Occidental  will
pay  Mr.  Martin the difference between 60% of his annual  salary
and $120,000, the maximum annual LTD Plan benefit, for so long as
he  remains eligible to receive LTD Plan benefits. In  the  event
Occidental terminates Mr. Martin without cause without two years'
notice,  then Occidental will pay Mr. Martin at his current  base
salary rate for a period equal to the shorter of two years or the
remaining  term  of  his  agreement  with  Occidental.  If   such
compensation  period  expires prior to  December  31,  2000,  Mr.
Martin  will  continue  his employment for an  additional  period
until  December 31, 2000, during which Mr. Martin will receive  a
salary  at an annual rate of $20,000. If Mr. Martin is  asked  to
relocate  and  he  elects not to relocate, he may  terminate  his
employment and, in such event, Occidental will pay Mr. Martin his
base salary for a period equal to the shorter of two years or the
remaining term of his agreement with Occidental.

  Mr.  Riordan has an employment agreement with Occidental for  a
term expiring in May 1997, providing for an annual salary of  not
less than $545,000. If Mr. Riordan's employment is terminated  as
a  result  of incapacity and he is a participant in and qualifies
for  benefits under the LTD Plan, Occidental will pay Mr. Riordan
the difference between 60% of his annual salary and $120,000, the
maximum  annual  LTD  Plan benefit, for so  long  as  he  remains
eligible  to  receive LTD Plan benefits. In the event  Occidental
terminates  Mr. Riordan without cause without two years'  notice,
then, in lieu of such notice and continued employment, Occidental
will pay Mr. Riordan at his current base salary rate for a period
equal  to the shorter of two years or the remaining term  of  his
agreement with Occidental.

                               15


  
  
                                
             SPLIT-DOLLAR LIFE INSURANCE ARRANGEMENT
                                
  Under  the  terms of a split-dollar life insurance  arrangement
approved  by  the  Board of Directors, corporate  officers  (vice
presidents and above) have been given the opportunity to exchange
a  portion  of their vested retirement benefits under the  Senior
Executive  Supplemental  Retirement  Plan  and  the  Supplemental
Retirement  Plan  for Occidental's agreement to  purchase  split-
dollar  life  insurance. To accomplish this exchange,  Occidental
entered  into a split-dollar life insurance agreement  with  each
officer  who  elected to participate, or with one or more  trusts
established  for  the designated beneficiaries of  the  officers,
including  the  executive listed below.  Occidental  retains  all
ownership of and interest in the cash surrender values  of  these
policies. Upon the death of the insured, Occidental will  receive
all proceeds of the policy in excess of the stated death benefit,
which  amount  will  be not less than the premium  paid  for  the
policy.  If  the policy were to be surrendered, which  could  not
occur  before  the  earlier  of the insured's  65th  birthday  or
retirement  from  Occidental, then Occidental would  recover  the
greater  of the cash surrender value or the premium paid for  the
policy.  In  1995,  Mr.  Riordan elected to  participate  in  the
Program, for whom Occidental paid a premium of $190,147,  and  he
agreed  irrevocably  to  forfeit  an  equivalent  amount  of  his
previously  reported vested retirement benefits and to  reimburse
Occidental for the term value of the policy. Mr. Riordan is not a
beneficiary of the trust he established.
                                
              REPORT OF THE COMPENSATION COMMITTEE
                           -------        
  The  Compensation  Committee of the  Board  of  Directors  (the
"Committee")   is   responsible   for   Occidental's    executive
compensation programs. The Committee is selected from members  of
the  Board  of  Directors who are neither current  employees  nor
officers of the Company. This report is provided by the Committee
to  assist  stockholders  in  understanding  the  philosophy  and
objectives  underlying  the compensation of  Occidental's  senior
executives.

                           PHILOSOPHY
                                
  As   previously  stated,  Occidental's  executive  compensation
programs are designed to attract and retain top-quality executive
talent  and  also  to provide incentives for them  to  strive  to
enhance  stockholder  value.  The  Committee  believes  that  the
compensation of Occidental's executives should:

  - be closely linked to business performance;
  - encourage stock ownership by executives to directly align
    executive interests with stockholder interests;
  - maintain an appropriate balance between base salary and annual
    and long-term incentive opportunities;
  - target a competitive total compensation level that is at or
    above the median pay levels of our peer companies; and
  - recognize  and  reward exceptional individual contributions  to
    the success of the company.

  Occidental  is  firmly committed to the principle  of  pay-for-
performance,  and  programs  described  below  are   focused   on
increasing stockholder value by linking executive compensation to
business performance.

                 EXECUTIVE COMPENSATION PROGRAMS
                                
  Occidental's  executive compensation programs are  composed  of
three main elements:

  - Base salary
  - Annual incentives
  - Long-term incentives

  Base  salary and annual cash incentives are designed to attract
and  retain  top  quality executives and to recognize  individual
performance and achievement of business objectives each year. The
value  of  long-term  incentives  are  directly  linked  to   the
performance of Occidental Common Stock and, therefore,  to  total
stockholder  return. Long-term incentives may take  the  form  of
stock  options, stock appreciation rights, performance stock  and
restricted stock.

                              16


  
  
  In  evaluating  Occidental's executive  compensation  programs,
the  Committee solicits the services of independent  compensation
consultants  and Occidental's compensation staff  regarding  plan
design and industry pay practices. Occidental participates  in  a
number  of  compensation surveys each year that are conducted  by
third-party  compensation  consulting firms.  These  surveys  are
focused primarily on Occidental's peer companies, which, for  the
most  part,  consist  of  the major U.S. petroleum  and  chemical
companies (including the companies within the peer group selected
for  the  graphs  presented  under  the  subheading  "Performance
Graphs").  In  addition, compensation data is also obtained  from
broad-based  industry surveys of companies that  are  similar  in
size to Occidental.
                                
                        CASH COMPENSATION
                                
  In  determining  base  salary levels, Occidental  maintains  an
administrative framework of job levels into which  positions  are
assigned  based  on  internal comparability and  external  market
data. Generally, base salaries are reviewed annually and adjusted
as appropriate to reward performance and maintain our competitive
position.

  Beginning  in  1995, cash incentive awards  are  being  granted
under  the  Occidental Petroleum Corporation Executive  Incentive
Compensation Plan. Participation is determined by job  level  and
is  intended to reward individuals who have a significant  impact
on   business   performance.  Under   the   Executive   Incentive
Compensation Plan, 60% of a participant's award is based  on  the
company's  attainment of predetermined financial  objectives  and
40%  is  based  on  a subjective assessment of the  participant's
achievement  of  predetermined individual performance  objectives
and the participant's response to unanticipated challenges during
the plan year.
                                
                      LONG-TERM INCENTIVES
                                
  The  Committee  has  chosen to award stock  options  and  stock
grants   because  their  value  is  tied  directly  to   business
performance and stockholder value. Prior to the adoption  of  the
1995  Incentive Stock Plan (the "1995 Stock Plan"), stock options
were  awarded  under  the 1987 Stock Option Plan  and  restricted
stock  grants  were  awarded under the 1977  Executive  Long-Term
Incentive Stock Purchase Plan (the "Stock Purchase Plan").  Final
grants  were  made under the Stock Purchase Plan in January  1995
and under the Stock Option Plan in April 1995.

  With  the adoption of the 1995 Stock Plan, long-term incentives
may  be  awarded in the form of stock options, stock appreciation
rights  ("SARs"),  restricted stock and  performance  stock.  All
stock  options  and  SARs awarded will be subject  to  a  vesting
period  and  none may be awarded at a discount.  The  receipt  of
performance   stock  will  be  based  on  Occidental's   relative
performance  compared to its peer oil companies, as  measured  by
total  stockholder  return, over a specified performance  period.
Selection for participation in the 1995 Stock Plan will  be  made
on  a  subjective  assessment  of the  executive's  potential  to
influence Occidental's future performance. The Committee believes
awards  under the 1995 Stock Plan will create an effective  long-
term  incentive to increase stockholder value and will provide  a
retention  vehicle for key executives. Further,  it  is  intended
that   by   providing  more  compensation  that  is  stock-based,
executives  will  be  encouraged  to  view  Occidental  from  the
stockholders' perspective.
                                
                      EMPLOYMENT CONTRACTS
                                
  Occidental  offers employment contracts to key executives  only
when   it  is  in  the  best  interest  of  Occidental  and   its
stockholders  to  attract and retain such key executives  and  to
ensure  continuity  and  stability of management.  Contracts  are
structured  to  ensure that they neither adversely influence  the
executive's  business judgment nor cause any  compromise  of  the
interests  of  the  stockholders. In  accordance  with  a  policy
adopted  by  the Board of Directors in November 1992,  no  future
employment  contracts will contain provisions, commonly  referred
to  as "golden parachutes," that provide for additional severance
benefits in the event of a change in control.

                              17      


  
  
                                
                  DEDUCTIBILITY OF COMPENSATION
                                
  As  part of the new Omnibus Reconciliation Act of 1993, Section
162(m)  was  added to the Internal Revenue Code.  Section  162(m)
limits  the deduction of compensation paid to the chief executive
officer  and  other named executive officers to  the  extent  the
compensation of a particular executive exceeds $1 million, unless
such  compensation  was  based  upon  predetermined  quantifiable
performance goals or paid pursuant to a written contract that was
in effect on February 17, 1993.

  The  Committee believes that the compensation paid to Dr. Irani
in  1995 is fully deductible. With respect to the remaining named
executive  officers, the Committee recognizes that a  portion  of
the compensation paid in 1995 to one or more of such officers may
not be fully deductible.

  The  Committee will continue to review and modify  Occidental's
compensation  practices  and  programs  as  necessary  to  ensure
Occidental's  ability to attract and retain key executives  while
taking  into account the deductibility of compensation  payments.
Under   the  1995  Stock  Plan,  awards  of  stock  options   and
performance  stock  are  designed to  satisfy  the  deductibility
requirements  of  Section  162(m).  However,  awards  under   the
Executive Incentive Compensation Plan may not be fully deductible
since, in designing the Plan, the Committee felt it was important
to   retain   flexibility   to  reward  senior   management   for
extraordinary  contributions that cannot properly  be  recognized
under a predetermined quantitative plan.

                     COMPENSATION DECISIONS
                                
  For  1995, Dr. Irani's compensation was based primarily on  his
employment contract with Occidental. The contract provides for  a
minimum  base  salary and the minimum benefits  to  which  he  is
entitled  under Occidental's incentive plans. While  Occidental's
executives  generally  receive salary increases  each  year,  Dr.
Irani  has  remained at the same annual base salary  level  since
1992.

  In  December  1994,  the Committee made its determination  with
respect to restricted stock awards granted in January 1995  under
the  Stock  Purchase Plan. In making its decisions, the Committee
noted  that while management had exceeded its restructuring goals
of  disposing  of  non-strategic assets,  concentrating  on  core
businesses and reducing operating costs, the impact on  the  1994
bottom line had been less than expected. The Committee felt  that
these   actions,  nevertheless,  will  strengthen  the  Company's
performance and believed that the grant of restricted stock would
create  incentives  for senior management  to  implement  further
changes  to  improve Occidental's performance over the  five-year
term  of  the restricted stock awards. However, for all executive
officers, excluding Dr. Irani, the Committee continued  to  limit
the  awards, as a percentage of base salary, to 1992 levels.  For
1995,  Dr.  Irani  received a modest increase to  his  restricted
stock award equal to the increase in cost of living.

  In  April  1995,  the  Committee reviewed  and  approved  stock
option awards under the 1987 Stock Option Plan. Grants were based
on   a  subjective  assessment  of  each  executive's  individual
performance,   the   executive's  potential  to   contribute   to
Occidental's future performance, competitive practices and grants
made  in  previous  years. Dr. Irani's grant was  increased  from
previous  years  in recognition of his leadership and  successful
management abilities which the Committee believes have positioned
the  Company  to  take advantage of improved  conditions  in  the
Company's chemical and oil and gas businesses.

  Annual  bonus  awards  for 1995 under the  Executive  Incentive
Compensation Plan were reviewed and approved by the Committee  in
February  1996,  based  upon  the Company's  achievement  of  the
predetermined  financial goals, including a significant  increase
in  earnings  per  share,  and the participant's  achievement  of
predetermined  individual goals for the year. Dr. Irani's  annual
cash  incentive  is determined by his contract.  However,  as  in
recent  years,  Dr.  Irani requested that the  cash  bonus  award
payable  to  him under his contract be reduced to the  amount  of
cash he received for 1991 and that he receive the balance of  his
award in the form of restricted stock under the 1995 Stock Plan.

                                Respectfully submitted,

                                COMPENSATION COMMITTEE

                                George O. Nolley
                                Rosemary Tomich
                                Irvin W. Maloney

                               18


                                
                                
                       PERFORMANCE GRAPHS
                            -------                                
  Set  forth  below  is a graph comparing the  yearly  percentage
change  in  the cumulative total return of the Common Stock  with
the  cumulative total return of the Standard & Poor's  500  Stock
Index  and  with  that of a peer group over the five-year  period
ending  on  December 31, 1995. Following that graph  is  a  graph
showing  the  same  information  quarterly  for  the  five  years
following  December  31,  1990,  the  approximate  date  of   the
commencement of Occidental's restructuring program. It is assumed
in  the graphs that $100 was invested in the Common Stock, in the
stock of the companies in the Standard & Poor's 500 Index and  in
the  stocks  of  the  peer  group companies  just  prior  to  the
commencement  of  the period (December 31,  1990)  and  that  all
dividends  received  within a quarter  were  reinvested  in  that
quarter. The peer group companies are Amoco Corporation, Atlantic
Richfield Company ("ARCO"), The British Petroleum Company p.l.c.,
Chevron  Corporation,  Mobil  Corporation,  Occidental,  Phillips
Petroleum Company, Texaco Inc. and Unocal Corporation.

                                
             COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
 OF OCCIDENTAL COMMON STOCK, THE S&P 500 INDEX AND A SELECTED PEER GROUP
                                    
                  (TABULAR PRESENTATION OF GRAPH BELOW)

                Dec.31,    Dec.31,    Dec.31,    Dec.31,    Dec.31,    Dec.31,
                 1990       1991       1992       1993       1994       1995
                ------     ------     ------     ------     ------     ------
                                                     

Oxy Stock        100        104        104        110        131        153
S&P 500 Index    100        130        140        155        157        215
Peer Group       100        100        100        122        138        176



 
             COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
                   BY QUARTER SINCE DECEMBER 31, 1990,
 OF OCCIDENTAL COMMON STOCK, THE S&P 500 INDEX AND A SELECTED PEER GROUP
                                    
                  (TABULAR PRESENTATION OF GRAPH BELOW)
                                    


                Dec.31,  Mar.31,  June 30,  Sept.30,  Dec.31,  Mar.31,  June 30,  Sept.30,  Dec. 31,  Mar.31,  June 30,
                 1990     1991     1991      1991      1991     1992     1992      1992      1992      1993     1993   
                -------  -------  -------   -------   -------  -------  -------   -------   -------   -------  ------- 
                                                                                   
Oxy Stock        100      105      123       135       104      114      117       107       104       133      139    
S&P 500 Index    100      115      114       120       130      127      130       134       140       147      147    
Peer Group       100      103       99       106       101       91       98       106       102       116      117    


                  Sept.30,  Dec.31,  Mar.31,  June 30,  Sept.30,  Dec.31,  Mar.31,  June 30,  Sept.30,  Dec.31,
                   1993      1993     1994     1994      1994      1994     1995     1995      1995      1995 
                 -------   -------  -------  -------   --------  -------  -------  -------   -------   -------
                                                                           
Oxy Stock         134       110      106      126       141       131      151      159       154       153
S&P 500 Index     151       155      149      149       157       157      172      188       203       215
Peer Group        121       123      119      130       132       138      152      154       158       177






                              19
                                                                    
                                    

                                    
                                    
                                    
          RATIFICATION OF THE SELECTION OF INDEPENDENT
                       PUBLIC ACCOUNTANTS
                                
  The   Audit   Committee  of  the  Board  of  Directors  of   Occidental
has    selected    Arthur    Andersen   LLP   as    independent    public
accountants   to   audit   the  consolidated  financial   statements   of
Occidental  and  its  subsidiaries  for  the  year  ending  December  31,
1996.   Arthur   Andersen   LLP   has  audited   Occidental's   financial
statements  annually  since  1961. A member  of  that  firm  is  expected
to  be  present  at  the  Meeting, will have an  opportunity  to  make  a
statement   if   so  desired  and  will  be  available  to   respond   to
appropriate   questions.  If  the  stockholders   do   not   ratify   the
selection  of  Arthur  Andersen LLP, if  it  should  decline  to  act  or
otherwise   become   incapable  of  acting  or  if  its   employment   is
discontinued,  the  Audit  Committee  will  appoint  independent   public
accountants for 1996.

  The  Board  of  Directors  recommends  a  vote  FOR  the  proposal   to
ratify  the  selection  of  Arthur Andersen  LLP  as  independent  public
accountants  for  1996.  Proxies solicited  by  the  Board  of  Directors
will be so voted unless stockholders specify otherwise.
                                
        APPROVAL OF THE OCCIDENTAL PETROLEUM CORPORATION
      1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                                
  The   Board  of  Directors  proposes  that  the  stockholders   approve
the   Occidental  Petroleum  Corporation  1996  Restricted   Stock   Plan
for   Non-Employee  Directors  (the  "Plan").  Under   the   Plan,   each
Non-Employee   Director   of   Occidental   will   receive   awards    of
restricted  Common  Stock  each  year  as  additional  compensation   for
his  or  her  services  as  a  member  of  the  Board  of  Directors.   A
maximum  of  50,000  shares  of Common Stock may  be  awarded  under  the
Plan.  The  proposal  to  approve  the Plan  was  adopted  by  the  Board
at its meeting on February 8, 1996.

  The   principal  features  of  the  Plan  are  summarized  below.   The
summary   is  qualified  in  its  entirety  by  reference  to  the   full
text   of   the  Plan,  which  is  attached  as  Exhibit  A.  Capitalized
terms not defined below have the meanings set forth in the Plan.
                                
      1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                             -------                          
                                
                             PURPOSE
                                
  The  purpose of the Plan is to more closely align director  and
stockholder interests through the ownership of Restricted  Stock,
to  provide a competitive compensation program for directors  and
to enhance Occidental's ability to attract and retain top-quality
directors.
                                
                     DESCRIPTION OF THE PLAN
                                
  Each  member  of  the  Board  who is  neither  an  officer  nor
employee  of Occidental will be eligible to be granted awards  of
Restricted  Stock under the Plan. Directors who are employees  of
Occidental  are not eligible to participate in the  Plan.  It  is
presently  expected  that  nine Non-Employee  Directors  will  be
eligible  to receive awards under the Plan. The Plan is  designed
to  be  a  "formula" plan, providing automatic grants of a  fixed
number  of shares of Restricted Stock annually. Additional shares
of Restricted Stock will also be granted annually to Non-Employee
Directors  who serve as chairmen of committees of  the  Board.  A
maximum of 50,000 shares of Common Stock may be awarded over  the
10-year life of the Plan.

  The Plan will be administered by the Compensation Committee  of
the  Board.  While  the  Compensation  Committee  will  have   no
discretion with respect to the timing or amount of grants or  the
class of persons who may be

                              20


  
granted   shares  of   Restricted  Stock  under  the  Plan,   the
Compensation  Committee  may  adopt  such  rules  as   it   deems
appropriate in order to carry out the purposes of the  Plan.  All
questions  of interpretation, administration, and application  of
the  Plan will be determined by a majority of the members of  the
Compensation  Committee  (except that the Compensation  Committee
may  authorize any one or more of its members, or any officer  of
Occidental,  to execute and deliver documents on  behalf  of  the
Compensation  Committee),  and all such  determinations  will  be
final  and  binding.  Determinations made  with  respect  to  any
individual   Non-Employee   Director   will   be   made   without
participation by that director in such determination.

  If  approved by stockholders, initial awards of 250  shares  of
Restricted  Stock  will  be made under the  Plan,  on  the  first
business day following the Meeting, to each Non-Employee Director
who is then a member of the Board. Each Non-Employee Director who
is  serving as a chairman of one or more Committees of the  Board
on  such  date,  will  be  granted an additional  200  shares  of
Restricted  Stock ("Special Grants") with respect  to  each  such
chairmanship. On the first business day following each subsequent
annual meeting, Non-Employee Directors then serving on the  Board
will be awarded 250 shares of Restricted Stock in addition to any
grant  of  shares received in previous years. Additional  Special
Grants for Committee Chairmanships will also be awarded annually.

  Shares  of  Common  Stock  granted  under  the  Plan  will   be
"restricted"  in  that  the shares may  not  be  sold,  assigned,
pledged,  hypothecated  or  otherwise transferred  or  encumbered
during  the  period of the Non-Employee Director's service  as  a
member  of  the  Board  (the "Restriction  Period").  During  the
Restriction  Period,  the certificates representing  such  shares
will  contain  a legend setting forth the foregoing  restrictions
and  such certificate will be held by Occidental for the  benefit
of  each  Non-Employee Director grantee. As soon  as  practicable
following  the  lapse  of  these  restrictions,  such  shares  of
Restricted Stock will be given to the Non-Employee Director  free
of  the  restrictions  applicable during the Restriction  Period.
Restrictions applicable to Restricted Stock will also lapse  upon
a  Change  in Control, in which event, the Compensation Committee
may  authorize  a  cash payment in lieu of the issuance  of  such
shares.  While Occidental will be the custodian of the Restricted
Stock during the Restriction Period, Non-Employee Directors  will
have  the right to receive dividends and to vote the shares  held
on their behalf.
                                
              ADJUSTMENTS, AMENDMENTS, TERMINATION
                                
  The  Board may, to prevent dilution or expansion of the  rights
of  any  holder  of  Restricted Stock, make or provide  for  such
adjustments in the number of shares of Common Stock awarded under
the Plan as it determines in good faith to be required. The Board
may  also  provide for such special terms for Awards as it  deems
necessary  in  order  to  facilitate  the  making  of  grants  of
Restricted  Stock  to  Non-Employee  Directors  who  are  foreign
nationals. The Board may amend, suspend, or terminate  the  Plan,
in  its  sole discretion, unless such action requires stockholder
approval for the exemptions available under Rule 16b-3 to  remain
applicable to the Plan.

  The  following table sets forth the number and dollar value  of
Restricted Stock which will initially be awarded under  the  Plan
to  the named Non-Employee Directors and the non-employee nominee
for  director,  if the Plan is approved by the stockholders.  The
information  provided  assumes that  each  Non-Employee  Director
currently chairing a Committee of the Board will continue in that
position.
                                
                              21


                                
                                
                        NEW PLAN BENEFITS
      1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
______________________________________________________________
                                                     # of
                                 Dollar           Shares of
                                 Value           Restricted
Name and Position                ($)(1)             Stock
______________________________________________________________ 
Non-Employee Director:                 

Edward P. Djerejian              $5,875              250
Senator Albert Gore, Sr.         $5,875              250
Arthur Groman (2)               $10,575              450
John W. Kluge                    $5,875              250
Irvin W. Maloney                 $5,875              250
George O. Nolley (3)            $15,275              650
Rodolfo Segovia                  $5,875              250
Aziz D. Syriani (4)             $10,575              450
Rosemary Tomich (5)             $10,575              450
______________________________________________________________
Non-Employee Director           $76,375            3,250
Group (Nine Persons)
______________________________________________________________
(1) Based on the Fair Market Value of the Common Stock on
    March 1, 1996.
(2) Chairman of Nominating Committee.
(3) Chairman of Audit and Compensation Committees.
(4) Chairman of Investment Committee.
(5) Chairperson of Environmental, Health and Safety Committee.
                                
                CERTAIN FEDERAL TAX CONSEQUENCES
                                
  Under  current law, because the Restricted Stock is not subject
to  a  substantial  risk  of forfeiture, a Non-Employee  Director
receiving  shares  of  Restricted Stock will  recognize  ordinary
income for federal income tax purposes in an amount equal to  the
Fair  Market  Value of the shares granted under the Plan  on  the
date  of  grant, without regard to any restriction. Each director
will  include  the Fair Market Value of the shares in  his  gross
income  for  federal tax purposes in the year of the  grant.  The
Company is entitled to a corresponding deduction in the year that
the director recognizes income for federal income tax purposes.

  The  Board  of Directors recommends a vote FOR the proposal  to
adopt the Plan. Proxies solicited by the Board of Directors  will
be so voted unless stockholders specify otherwise.
                                
        STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
                         OF STOCKHOLDERS
                             
  Stockholder  proposals  to  be presented  at  the  1997  Annual
Meeting  of  Stockholders  of  Occidental  must  be  received  at
Occidental's  executive offices at 10889 Wilshire Boulevard,  Los
Angeles,  California  90024, addressed to the  attention  of  the
Secretary, by November 12, 1996, in order to be included  in  the
proxy statement and form of proxy relating to such meeting.

                              22


  
  
                                
                          ANNUAL REPORT
                                
  Occidental's  1995 Annual Report is concurrently  being  mailed
to   stockholders.   The  Annual  Report  contains   consolidated
financial statements of Occidental and its subsidiaries  and  the
report   thereon  of  Arthur  Andersen  LLP,  independent  public
accountants.
  
                                       Sincerely,
                                   /s/ Donald P. de Brier
  Los Angeles, California              Donald P. de Brier
  March 12, 1996                       Secretary
                                
                                
  IT  IS  IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING FORM OR FORMS OF PROXY IN THE ENCLOSED ENVELOPE.

                              23

                                
                            EXHIBIT A
                                
                OCCIDENTAL PETROLEUM CORPORATION
      1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                                
  1. Purpose. The purpose of the Occidental Petroleum Corporation
1996  Restricted  Stock  Plan  for  Non-Employee  Directors  (the
"Plan")   is   to  provide  ownership  of  Occidental   Petroleum
Corporation's   ("Occidental")  Common  Stock   to   non-employee
directors in order to more closely align director and stockholder
interests,  to  provide  a competitive compensation  program  for
directors  and  to enhance Occidental's ability  to  attract  and
retain top-quality directors.

  2. Administration of the Plan.

     (a)     Members   of  the  Committee.  The  Plan  shall   be
administered  by  the Compensation Committee of  the  Board  (the
"Committee").  Members of the Committee shall be  appointed  from
time to time by the Board and shall serve at the pleasure of  the
Board.  Any Committee member may resign at any time upon  written
notice to the Board.

     (b)    Authority of the Committee. The Committee shall adopt
such  rules as it may deem appropriate in order to carry out  the
purpose   of   the   Plan.  All  questions   of   interpretation,
administration, and application of the Plan shall  be  determined
by  a  majority of the members of the Committee then  in  office,
except  that the Committee may authorize any one or more  of  its
members,  or  any officer of Occidental, to execute  and  deliver
documents on behalf of the Committee. The determination  of  such
majority  shall be final and binding in all matters  relating  to
the  Plan.  Determinations made with respect  to  any  individual
Non-Employee Director shall be made without participation by such
Non-Employee  Director in such determination. No  member  of  the
Committee shall be liable for any act done or omitted to be  done
by  such  member  or  by any other member  of  the  Committee  in
connection  with the Plan, except for such member's  own  willful
misconduct or as expressly provided by statute.

  3. Stock Reserved for the Plan. The number of shares of  Common
Stock  authorized for issuance under the Plan is 50,000,  subject
to  adjustment  pursuant to Section 8 hereof.  Shares  of  Common
Stock  delivered  hereunder  may  be  Common  Stock  of  original
issuance  or  Common  Stock held in treasury,  or  a  combination
thereof.

  4. Awards of Restricted Stock.

     (a)   Initial Awards. Subject to Section 4(d) hereof, on the
first   business  day  following  the  1996  annual  meeting   of
stockholders   of   Occidental   (the   "1996   Meeting"),   each
Non-Employee Director who is then a member of the Board shall  be
awarded  two  hundred and fifty (250) whole shares of  Restricted
Stock.

     (b)   Annual Awards.  On  the  first  business day following 
each  annual  meeting   subsequent  to  the  1996  Meeting,  each
Non-Employee Director who is then a member of the Board shall  be
awarded  two  hundred and fifty (250) whole shares of  Restricted
Stock.

     (c)    Special  Awards. On the first business day  following
each  annual  meeting  subsequent  to the 1996 Meeting, each Non-
Employee  Director  who  is  then serving as a Chairman of one or 
more committees  of the Board shall  be awarded two hundred (200)
whole  shares  of  Restricted  Stock  with  respect to each  such  
Chairmanship, in addition to any Award  he or she may be  granted
pursuant  to Sections 4(a) and 4(b) above.

     (d)    Commencement of Grants. Notwithstanding  anything  in
this Plan to the contrary, no Award made pursuant to the Plan  or
any  amendment  to  the  Plan shall be  effective  prior  to  the
requisite  approval  of  the  Plan  or  such  amendment  by   the
stockholders  of  Occidental. In the event requisite  stockholder
approval  is  not  obtained, the Plan, and any Award  thereunder,
shall be null and void.

  5.    Terms and Conditions of Awards. Restricted Stock  awarded
to a Non-Employee Director under the Plan shall be subject to the
following restrictions:

     (a)    During  the  period of the Director's  service  as  a
member  of  the Board (the "Restriction Period"), any  shares  of
Common  Stock awarded under the Plan shall not be sold, assigned,
pledged,  hypothecated  or otherwise transferred  or  encumbered.
During the Restriction Period, the certificate representing  such
shares of Common Stock

                              24


  
shall   contain  a   statement  referring  to   the  restrictions
contained in this Section 5(a) and such certificate shall be held
by  the  Company. Except as provided in Section  9,  as  soon  as
practicable  after  the  lapse  of  restrictions  applicable   to
Restricted  Stock,  all shares of Restricted Stock  held  by  the
Company for the benefit of a Non-Employee Director shall be given
to such Non-Employee Director, free and clear of any restrictions
applicable thereto during the Restriction Period.

     (b)    Whenever  cash dividends are paid  by  Occidental  on
outstanding Common Stock, each Non-Employee Director will receive
in  cash all dividends paid on the Restricted Stock then held  by
the  Company for the benefit of such Non-Employee Director on the
record  date  for  the  dividend.  Common  Stock  distributed  in
connection  with  a  stock  split or stock  dividend,  and  other
property   distributed  as  a  dividend,  shall  be  subject   to
restrictions  to  the  same extent as the Restricted  Stock  with
respect  to  which such Common Stock or other property  has  been
distributed.

     (c)    Each  Non-Employee Director hereunder  may  designate
from  time to time any beneficiary or beneficiaries (who  may  be
designated  concurrently, contingently or successively)  to  whom
any  shares of Restricted Stock and any cash amounts  are  to  be
paid  in case of the Non-Employee Director's death before receipt
of  any  part  or  all of such Restricted Stock  and  cash.  Each
designation   will   revoke  all  prior   designations   by   the
Non-Employee  Director,  shall be in a  form  prescribed  by  the
Committee,  and  will  be  effective  only  when  filed  by   the
Non-Employee   Director,  in  writing,  with  the  Secretary   of
Occidental.  Reference  in the Plan to a Non-Employee  Director's
"beneficiary"  at any date shall include such persons  designated
as   concurrent  beneficiaries  on  the  Non-Employee  Director's
beneficiary  designation form then in effect. In the  absence  of
any  such designation, any shares of Restricted Stock being  held
by  the Company for the benefit of such Non-Employee Director  at
the  time of his or her death may, in the sole discretion of  the
Committee,  be paid to such Non-Employee Director's estate  in  a
cash lump sum.

  6.    Foreign  Participants. In order to facilitate the  making
of  an  Award, the Board may provide for such special  terms  for
Awards  to  Non-Employee Directors who are foreign nationals,  as
the  Board  may consider necessary or appropriate to  accommodate
differences  in  local law, tax policy or custom.  Moreover,  the
Board   may   approve   such  supplements  to,   or   amendments,
restatements  or  alternative versions of, the  Plan  as  it  may
consider  necessary  or  appropriate for  such  purposes  without
thereby  affecting  the terms of the Plan as in  effect  for  any
other purpose, and the Secretary or other appropriate officer  of
Occidental may certify any such document as having been  approved
and  adopted  in the same manner as the Plan; provided  that,  no
such   supplements,  amendments,  restatements   or   alternative
versions shall include any provisions that are inconsistent  with
the  terms of the Plan, as then in effect, unless the Plan  could
have  been amended to eliminate the inconsistency without further
approval by the stockholders of Occidental.

  7.    Change  in Control. Upon the occurrence of  a  Change  in
Control, all restrictions affecting Restricted Shares shall lapse
and  such shares shall be delivered to each Non-Employee Director
as  soon  as practicable thereafter; provided that, the Committee
may,  in  its sole discretion authorize the payment of  cash,  in
lieu of the issuance of such shares.

  8.    Adjustments.  The  Board may make  or  provide  for  such
adjustments  in the number of shares of Restricted Stock  awarded
under  the Plan, as the Board may in good faith determine  to  be
required in order to prevent dilution or expansion of the  rights
of  Non-Employee Directors that otherwise would result  from  (i)
any   stock   dividend,  stock  split,  combination   of   shares
recapitalization or other change in the capital structure of  the
Company  or  (ii) any merger, consolidation, spin-off,  spin-out,
split-off,   split-up,  reorganization,   partial   or   complete
liquidation or other distribution of assets, issuance of warrants
or  other  rights  to purchase securities or any other  corporate
transaction  or  event having an effect similar  to  any  of  the
foregoing.  In  the event of any such transaction or  event,  the
Board  may  provide  in substitution for any or  all  outstanding
Restricted   Stock   Awards  under  the  Plan  such   alternative
consideration as it may in good faith determine to be appropriate
under  the  circumstances and may require the  surrender  of  all
Awards so replaced. Moreover, the Board may, on or after the date
of any Award, provide in the agreement evidencing such Award that
the  Non-Employee  Director may elect to  receive  an  equivalent
Award  in  respect of securities of the surviving entity  of  any
merger,  consolidation  or  other  transaction  or  event  having
similar  effect,  or the Board may provide that the  Non-Employee
Director  will  automatically  be entitled  to  receive  such  an
equivalent Award. The Board may also provide for such adjustments
in the maximum number of shares of Common

                               25 


  
Stock   specified   in  Section 3 as the Board,  in  good  faith,
determines  to be appropriate in order to reflect any transaction
or event described in this Section 8.

  9.    Withholding.  Occidental shall defer making  payments  or
deliveries  under  the Plan until satisfactory arrangements  have
been made for the payment of any federal, state, local or foreign
taxes  (whether or not required to be withheld) with  respect  to
such payment or delivery. At the discretion of the Committee, any
such  arrangements may without limitation include  relinquishment
of  a portion of any such payment or benefit or the surrender  of
outstanding  Common  Stock, and any agreement  pertaining  to  an
Award  may  make  such  relinquishment  the  mandatory  form   of
satisfying  such  taxes.  The Committee  may  also  make  similar
arrangements  with  respect  to the payment  of  any  taxes  with
respect to which withholding is not required.

  10.  Rights of Non-Employee Directors.

     (a)    Retention as Non-Employee Director. Nothing contained
in  the Plan or with respect to any Award shall interfere with or
limit  in any way the right of the stockholders of Occidental  to
remove any Non-Employee Director from the Board, nor confer  upon
any Non-Employee Director any right to continue in the service of
Occidental as a Non-Employee Director.

     (b)    Nontransferability.  No  right  or  interest  of  any
Non-Employee  Director  in  any  Award  shall  be  assignable  or
transferable  during  the lifetime of the Non-Employee  Director,
either  voluntarily or involuntarily, or subjected to  any  lien,
directly  or  indirectly,  by operation  of  law,  or  otherwise,
including  execution,  levy, garnishment, attachment,  pledge  or
bankruptcy.  In the event of a Non-Employee Director's  death,  a
Non-Employee Director's rights and interests in his or her  Award
shall be transferable by testamentary will or the laws of descent
and  distribution.  If in the opinion of the Committee  a  person
entitled  to payments or to exercise rights with respect  to  the
Plan  is  disabled from caring for his or her affairs because  of
mental  condition, physical condition or age,  payment  due  such
person  may  be  made to, and such rights shall be exercised  by,
such  person's  guardian,  conservator or  other  legal  personal
representative  upon  furnishing  the  Committee  with   evidence
satisfactory to the Committee of such status.

     (c)   Except to the extent restricted under the terms of  an
agreement  evidencing a grant of Restricted Stock, a Non-Employee
Director  awarded such stock shall have all of the  rights  of  a
stockholder,  including, without limitation, the  right  to  vote
Restricted Stock and the right to receive dividends thereon.

  11.   Amendment;  Termination. The Board may at  any  time  and
from time to time alter, amend, suspend or terminate the Plan  in
whole  or  in  part; provided that, no amendment  which  requires
stockholder approval in order for the exemptions available  under
Rule  16b-3  to  be  applicable to the Plan and the  Non-Employee
Directors shall be effective unless the same shall be approved by
the   stockholders  of  Occidental  entitled  to  vote   thereon.
Notwithstanding   the  foregoing,  no  amendment   shall   affect
adversely any of the rights of any Non-Employee Director, without
such Non-Employee Director's consent.

  12.  General Restrictions.

     (a)    Regulations  and Offer Approvals. The  obligation  of
Occidental  to  deliver Common Stock with respect  to  any  Award
under the Plan shall be subject to all applicable laws, rules and
regulations,   including  all  applicable   federal   and   state
securities  laws,  and  the obtaining of all  such  approvals  by
governmental  agencies as may be deemed necessary or  appropriate
by the Committee.

     (b)    Each Award granted under the Plan is subject  to  the
requirement that, if at any time the Committee determines, in its
absolute   discretion,   that  the   listing,   registration   or
qualification of Common Stock issuable pursuant to  the  Plan  is
required by any securities exchange or under any state or federal
law,  or  the consent or approval of any governmental  regulatory
body  is  necessary  or  desirable  as  a  condition  of,  or  in
connection with, such Award or the issuance of Common  Stock,  no
such  Award  or payment shall be made or Common Stock issued,  in
whole  or  in  part, unless listing, registration, qualification,
consent  or  approval has been effected or obtained free  of  any
conditions not acceptable to the Committee. Nothing herein  shall
be  deemed  to require Occidental to apply for or to obtain  such
listing, registration or qualification.

     (c)    In  the  event that the disposition of  Common  Stock
acquired  pursuant to the Plan is not covered by a  then  current
registration  statement  under the  Securities  Act  and  is  not
otherwise exempt from such registration, such Common Stock  shall
be  restricted  against transfer to the extent  required  by  the
Securities Act or regulations

                              26


  
thereunder,   and   Occidental   may  require  any   Non-Employee
Director  to  whom  Common Stock is granted, as  a  condition  of
receiving  such  Common  Stock, to  give  written  assurances  in
substance and form satisfactory to Occidental and its counsel  to
the effect that such person is acquiring the Common Stock for his
or  her own account and not with any present intention of selling
or  otherwise distributing the same, and to such other effects as
Occidental deems necessary or appropriate in order to comply with
federal and applicable state securities laws.

  13.  Governing Law. The Plan and all rights hereunder shall  be
construed  in  accordance with and governed by the  laws  of  the
State of Delaware.

  14.   Plan Interpretation. The Plan is intended to comply  with
Rule 16b-3 and shall be construed to so comply.

  15.   Headings. The headings of sections and subsections herein
are  included solely for convenience of reference and  shall  not
affect the meaning of any of the provisions of the Plan.

  16.   Term  of  Plan. This Plan shall become effective  on  the
Effective  Date, and shall remain in effect for  ten  (10)  years
from such date, unless sooner terminated by the Board.

  17.   Definitions.  For  purposes of the  Plan,  the  following
terms shall have the following meanings:

     (a)   "Award" means any award of Restricted Stock under  the
Plan.

     (b)   "Board" means the Board of Directors of Occidental.

     (c)    "Change  in  Control" means a change  in  control  of
Occidental, which shall be deemed to have occurred if:

        (i)  any  "person,"  as  such term  is  used  in Sections
13(d) and 14(d) of the  Exchange  Act  (other   than the Company,
any trustee  or  other  fiduciary  holding  securities  under  an
employee  benefit  plan  of  Occidental  or  any  company  owned, 
directly  or  indirectly, by the  stockholders  of Occidental  in 
substantially  the   same  proportions   as   their ownership  of
the  Common  Stock  of Occidental),  is  or  becomes,  after  the 
Effective  Date  of the Plan, the "beneficial owner"  (as defined 
in Rule 13d-3 under the Exchange  Act),  directly  or indirectly,
of  securities  of  Occidental (not including  in  the securities
beneficially  owned  by  such  person  any   securities  acquired
directly  from  Occidental  or  its  affiliates)  representing 50
percent  (50%)  or   more   of  the   combined  voting  power  of 
Occidental's then-outstanding securities; or

        (ii)   during any period of  two consecutive  years  (not
including any period  prior  to  the Effective Date), individuals
who at the beginning of such period constitute the Board, and any
new director (other than a director designated  by  a  person who
has  entered  into  an  agreement  with Occidental  to  effect  a
transaction described  in  clause  (i),  (iii),  or (iv)  of this 
definition)  whose  election  by  the  Board  or  nomination  for 
election by Occidental's stockholders was approved by a  vote  of
at least two thirds (2/3) of the directors  then still in  office
who  either were directors at the  beginning  of such  period  or
whose  election  or  nomination for  election  was previously  so
approved, cease for any reason to constitute  at least a majority 
of the Board; or

       (iii)  the  stockholders   of Occidental  approve a merger
or consolidation of Occidental with any other  corporation, other
than (A) a merger or consolidation  which  would  result  in  the
voting  securities  of  Occidental outstanding immediately  prior
thereto continuing to represent (either by remaining  outstanding
or by  being  converted  into voting  securities of the surviving
entity), in combination  with the  ownership of  any  trustee  or  
other  fiduciary   holding securities  under any employee benefit 
plan of Occidental, at least  50  percent  of the combined voting 
power of the  voting securities  of  Occidental or such surviving  
entity outstanding immediately after such merger or consolidation 
or (B)  a merger  or  consolidation   effected  to   implement  a  
recapitalization of Occidental  (or similar transaction) in which 
no person  acquires more  than  50 percent  (50%) of the combined  
voting  power  of Occidental's then-outstanding securities; or

        (iv)   the  stockholders  of Occidental approve a plan of 
complete liquidation of  Occidental or an agreement for the  sale  
or  disposition  of  all  or  substantially  all  of Occidental's 
assets;  provided  that,  prior to the  occurrence  of any of the 
events described in clauses (i)  through  (iii)  above, the Board 
may determine that such an  event shall  not  constitute a Change 
of Control for  purposes  of  the Plan.

     (d)    "Code"  means the Internal Revenue Code of  1986,  as
amended from time to time, or any successor thereto.

                               27


  
  
     (e)    "Common Stock" means shares of the common stock,  par
value $.20 per share, of Occidental.

     (f)    "Company" means Occidental Petroleum Corporation  and
its subsidiaries, collectively.

     (g)    "Effective Date" means April 26, 1996 or the date  of
approval of the Plan by the stockholders of Occidental, whichever
comes first.

     (h)    "Exchange Act" means the Securities Exchange  Act  of
1934,  as now or hereafter construed, interpreted and applied  by
regulations, rulings and cases.

     (i)    "Fair  Market Value" means the per share fair  market
value of Common Stock as determined by such methods or procedures
as  shall  be  established from time to time  by  the  Committee.
Unless  otherwise determined by the Committee in good faith,  the
per  share  Fair Market Value of Common Stock as of a  particular
date  shall mean (i) the closing sales price per share of  Common
Stock  on  the national securities exchange on which  the  Common
Stock is principally traded, for the last preceding date on which
there  was a sale of such Common Stock on such exchange, or  (ii)
if  the  shares of Common Stock are then traded in  an  over-the-
counter  market, the average of the closing bid and asked  prices
for  the  shares of Common Stock in such over-the-counter  market
for  the  last preceding date on which there was a sale  of  such
Common  Stock  in such market, or (iii) if the shares  of  Common
Stock  are  not then listed on a national securities exchange  or
traded   in  an  over-the-counter  market,  such  value  as   the
Committee, in its sole discretion, shall determine.

     (j)    "Non-Employee Director" means a member of  the  Board
who is neither an officer nor employee of the Company.

     (k)    "Plan"  means  this Occidental Petroleum  Corporation
1996 Restricted Stock Plan For Non-Employee Directors.

     (l)    "Restriction Period" means, in respect of  Restricted
Stock, the period referenced in Section 5(a).

     (m)    "Restricted Stock" means a grant of shares of  Common
Stock,  which shares are subject to the restrictions on  transfer
described in Section 5(a).

     (n)    "Rule  16b-3"  means Rule 16b-3, as  promulgated  and
amended  from  time  to  time  by  the  Securities  and  Exchange
Commission under the Exchange Act, or any successor rule  to  the
same effect.
  
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                OCCIDENTAL PETROLEUM CORPORATION
                    10889 Wilshire Boulevard
                  Los Angeles, California 90024
                                
                         (RECYCLE LOGO)
                   Printed on recycled paper.
                                
                                
                              28




PROXY
                      THIS PROXY IS SOLICITED ON BEHALF OF
                             THE BOARD OF DIRECTORS
                                        
                        OCCIDENTAL PETROLEUM CORPORATION

      DR. RAY R. IRANI and DR. DALE R. LAURANCE, and each of them, with full
power of substitution, are hereby authorized to represent and to vote the 
shares of the undersigned in OCCIDENTAL PETROLEUM CORPORATION as directed on 
the reverse side of this card and, in their discretion, on all other matters 
which may properly come before the Annual Meeting of Stockholders to be held on
April 26, 1996, and at any adjournment, as if the undersigned were present and 
voting at the meeting.

      The shares represented by this proxy will be voted as directed on the
reverse side of this card. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE
VOTED FOR ITEMS 1, 2 AND 3. In the event any of the nominees named on 
the reverse side of this card is unavailable for election or unable to serve, 
the shares represented by this proxy may be voted for a substitute nominee 
selected by the Board of Directors.

- -------------------------------------------------------------------------------
   (arrow pointing upward)  SIGN, DETACH AND RETURN  (arrow pointing upward)
                                     (logo)
IT IS IMPORTANT THAT YOUR PROXY BE RETURNED PROMPTLY. THEREFORE, YOU ARE URGED
TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE.

YOUR PROXY WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE CONFIDENTIAL 
VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.


   (arrow pointing downward) BRING TO ANNUAL MEETING (arrow pointing downward)
- -------------------------------------------------------------------------------

Since parking at the Santa Monica Civic Auditorium is limited, we have arranged
for alternate parking at the beach parking lot. 

For your convenience, below are a map and parking instructions for the beach
parking lot.

(MAP OF AREA)

SPECIAL PARKING INSTRUCTIONS
Beach Parking Lot
  - Exit Santa Monica Civic Auditorium.
  - Turn left on Main Street and proceed to Pico 
    Boulevard. Turn right on Pico.
  - Take Pico to Ocean Avenue and turn left on 
    Ocean Avenue.
  - Follow Ocean down the hill and make a right 
    turn into the beach parking lot.

Park your car in the lot. A bus will take you to 
the Civic Auditorium, and a bus will return you 
to the beach parking lot AFTER the meeting.
CONTINUOUS SHUTTLE SERVICE WILL BE 
PROVIDED from 8:30 A.M. to 2:00 P.M.

The $6 parking fee will be paid by Occidental
Petroleum Corporation. 

There is no charge for the shuttle service.



(REVERSE SIDE OF PROXY)

The shares represented by this proxy card will be voted as directed below.
WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND
3. THIS PROXY CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE
CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.

[X] Please mark your votes as this 
                                        
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.

                                                                 FOR  WITHHELD
                                                                 ALL  FOR ALL
ITEM 1  The election as directors of the following nominees:
Senator Albert Gore, Sr., David R. Martin, George O. Nolley,     [ ]    [ ]
John F. Riordan and Rosemary Tomich for three-year terms that
expire in 1999 and Edward P. Djerejian for a two-year term
that expires in 1998.
(To withhold authority to vote for any nominee(s), mark FOR
ALL and write nominee(s) name(s) in the space provided below.)

_____________________________________________________________
                                                         FOR   AGAINST  ABSTAIN
ITEM 2  The ratification of the selection of             [ ]     [ ]      [ ]
Arthur Andersen LLP as independent public accountants.
                                                         FOR   AGAINST  ABSTAIN
ITEM 3  The proposal to approve the  Occidental          [ ]     [ ]      [ ]
Petroleum Corporation 1996 Restricted Stock Plan
for Non-Employee Directors.


    
Discontinue mailing Annual Report to this account.       [ ]

Please sign your name exactly as it appears printed hereon. When shares are 
held by joint tenants, both should sign. Executors, administrators, guardians,
officers of corporations and others signing in a fiduciary capacity should sign
their full title as such.

SIGNATURE __________________________________________ DATE ____________________

SIGNATURE __________________________________________ DATE ____________________

- -------------------------------------------------------------------------------
   (arrow pointing upward)  SIGN, DETACH AND RETURN  (arrow pointing upward)

               PLEASE HELP US ELIMINATE DUPLICATE MAILINGS.


OCCIDENTAL PETROLEUM CORPORATION IS REQUIRED TO SEND AN ANNUAL REPORT TO EVERY
STOCKHOLDER. IF YOU HAVE MULTIPLE ACCOUNTS WITH THE SAME ADDRESS, PLEASE HELP
US REDUCE COSTS BY DIRECTING US TO DISCONTINUE MAILING FUTURE ANNUAL REPORTS TO
ONE OR MORE SUCH ACCOUNTS. MARK THE APPROPRIATE BOX ON THE PROXY CARD FOR EACH
SUCH ACCOUNT. THE PROXY CARD FOR AT LEAST ONE ACCOUNT MUST REMAIN UNMARKED TO
RECEIVE AN ANNUAL REPORT. DO NOT TERMINATE MAILINGS FOR ACCOUNTS FOR WHICH YOU
SERVE AS A TRUSTEE, GUARDIAN OR OTHER FORM OF NOMINEE.

   (arrow pointing downward) BRING TO ANNUAL MEETING (arrow pointing downward)
- -------------------------------------------------------------------------------
(logo)  OCCIDENTAL PETROLEUM CORPORATION
        ANNUAL MEETING OF STOCKHOLDERS
        PREREGISTRATION FORM


                                Santa Monica Civic Auditorium
                                1855 Main Street, Santa Monica

                                Meeting Hours
                                Exhibit Room opens at 9:15 A.M.
                                Meeting starts at 10:30 A.M.

        TO SPEED UP REGISTRATION, PLEASE BRING THIS CARD WITH YOU TO THE
        MEETING ON APRIL 26. DO NOT MAIL.

        Please see the back of this card for parking instructions.

1050-A(SOR)



(VOTING INSTRUCTION CARD FOR THE OCCIDENTAL PETROLEUM CORPORATION
SAVINGS PLAN)

                   OCCIDENTAL PETROLEUM CORPORATION
                    ANNUAL MEETING OF STOCKHOLDERS

TO THE TRUSTEE OF THE OCCIDENTAL PETROLEUM CORPORATION
SAVINGS PLAN:

     I acknowledge receipt of the Notice of Annual Meeting of Stockholders of
Occidental Petroleum Corporation to be held on April 26, 1996, and the Proxy
Statement furnished in connection with the solicitation of proxies by 
Occidental's Board of Directors. You are directed to vote the shares which are
held for my account pursuant to the Occidental Petroleum Corporation Savings
Plan in the manner indicated on the reverse side of this card and, in your
discretion, on all other matters which may properly come before such meeting
and at any adjournment.

     My vote for the election of directors is indicated on the reverse side.
Nominees are: Edward P. Djerejian, Senator Albert Gore, Sr., David R. Martin, 
George O. Nolley, John F. Riordan and Rosemary Tomich. In the event any of 
the foregoing nominees is unavailable for election or unable to serve, shares
represented by this card may be voted for a substitute nominee selected by the
Board of Directors.

    I UNDERSTAND THAT IN THE EVENT THAT I DO NOT RETURN THIS CARD, ANY SHARES
HELD FOR MY ACCOUNT IN THE OCCIDENTAL PETROLEUM CORPORATION SAVINGS PLAN WILL 
BE VOTED BY YOU IN ACCORDANCE WITH THE DIRECTION OF THE PLAN'S ADMINISTRATIVE
COMMITTEE.

- -------------------------------------------------------------------------------
  (arrow pointing upward)   SIGN, DETACH AND RETURN   (arrow pointing upward)  
                                    (logo)

IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.

YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.





(REVERSE SIDE OF VOTING INSTRUCTION CARD FOR THE OCCIDENTAL 
PETROLEUM CORPORATION SAVINGS PLAN)


The shares represented by this voting instruction card will be voted as 
directed below. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR 
ITEMS 1, 2 AND 3. THIS VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN
ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE 
PROXY STATEMENT.

[X] Please mark your votes as this 
                                        
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.

                                                                  FOR  WITHHELD
                                                                  ALL  FOR ALL
ITEM 1  The election as directors of the following nominees:
Senator Albert Gore, Sr., David R. Martin, George O. Nolley,      [ ]     [ ]
John F. Riordan and Rosemary Tomich for three-year terms that
expire in 1999 and Edward P. Djerejian for a two-year term
that expires in 1998.
(To withhold authority to vote for any nominee(s), mark FOR
ALL and write nominee(s) name(s) in the space provided below.)

_____________________________________________________________
                                                         FOR   AGAINST  ABSTAIN
ITEM 2  The ratification of the selection of             [ ]     [ ]      [ ]
Arthur Andersen LLP as independent public accountants.
                                                         FOR   AGAINST  ABSTAIN
ITEM 3  The proposal to approve the Occidental           [ ]     [ ]      [ ]
Petroleum Corporation 1996 Restricted Stock Plan for
Non-Employee Directors.



Please sign your name exactly as it appears printed hereon. Executors,
administrators, guardians and others signing in a fiduciary capacity should 
sign their full title as such.

SIGNATURE __________________________________________ DATE ____________________

SIGNATURE __________________________________________ DATE ____________________

- -------------------------------------------------------------------------------
  (arrow pointing upward)   SIGN, DETACH AND RETURN   (arrow pointing upward)
                                    (logo)

IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.

YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.


1050-B(PSA)

                         

(VOTING INSTRUCTION CARD FOR THE OCCIDENTAL CHEMICAL CORPORATION
SAVINGS AND INVESTMENT PLAN)

                   OCCIDENTAL PETROLEUM CORPORATION
                    ANNUAL MEETING OF STOCKHOLDERS

TO THE TRUSTEE OF THE OCCIDENTAL CHEMICAL CORPORATION
SAVINGS AND INVESTMENT PLAN:

     I acknowledge receipt of the Notice of Annual Meeting of Stockholders of
Occidental Petroleum Corporation to be held on April 26, 1996, and the Proxy
Statement furnished in connection with the solicitation of proxies by 
Occidental's Board of Directors. You are directed to vote the shares which 
are held for my account pursuant to the Occidental Chemical Corporation 
Savings and Investment Plan in the manner indicated on the reverse side of 
this card and, in your discretion, on all other matters which may properly 
come before such meeting and at any adjournment.

     My vote for the election of directors is indicated on the reverse side.
Nominees are: Edward P. Djerejian, Senator Albert Gore, Sr., David R. Martin,
George O. Nolley, John F. Riordan and Rosemary Tomich. In the event any of the
foregoing nominees is unavailable for election or unable to serve, shares 
represented by this card may be voted for a substitute nominee selected by the
Board of Directors.

    I UNDERSTAND THAT IN THE EVENT THAT I DO NOT RETURN THIS CARD, ANY SHARES
HELD FOR MY ACCOUNT IN THE OCCIDENTAL CHEMICAL CORPORATION SAVINGS AND 
INVESTMENT PLAN WILL BE VOTED BY YOU IN ACCORDANCE WITH THE DIRECTION OF THE 
PLAN'S ADMINISTRATIVE COMMITTEE.

- -------------------------------------------------------------------------------
  (arrow pointing upward)   SIGN, DETACH AND RETURN   (arrow pointing upward)
                                    (logo)

IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.

YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.





(REVERSE SIDE OF VOTING INSTRUCTION CARD FOR THE OCCIDENTAL 
CHEMICAL CORPORATION SAVINGS AND INVESTMENT PLAN)


The shares represented by this voting instruction card will be voted as 
directed below. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR 
ITEMS 1, 2 AND 3. THIS VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN 
ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE
PROXY STATEMENT.

[X] Please mark your votes as this 
                                        
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.

                                                                 FOR  WITHHELD
                                                                 ALL  FOR ALL
ITEM 1  The election as directors of the following nominees:
Senator Albert Gore, Sr., David R. Martin, George O. Nolley,     [ ]     [ ]
John F. Riordan and Rosemary Tomich for three-year terms
that expire in 1999 and Edward P. Djerejian for a two-year
term that expires in 1998.
(To withhold authority to vote for any nominee(s), mark FOR
ALL and write nominee(s) name(s) in the space provided below.)

____________________________________________________________
                                                        FOR   AGAINST  ABSTAIN
ITEM 2  The ratification of the selection of            [ ]      [ ]     [ ]
Arthur Andersen LLP as independent public accountants.
                                                        FOR   AGAINST  ABSTAIN
ITEM 3  The proposal to approve the  Occidental         [ ]      [ ]     [ ]
Petroleum Corporation 1996 Restricted Stock Plan for
Non-Employee directors.



Please sign your name exactly as it appears printed hereon. Executors, 
administrators, guardians and others signing in a fiduciary capacity should
sign their full title as such.

SIGNATURE __________________________________________ DATE ____________________

SIGNATURE __________________________________________ DATE ____________________

- -------------------------------------------------------------------------------
  (arrow pointing upward)   SIGN, DETACH AND RETURN   (arrow pointing upward)
                                    (logo)

IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.

YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.


1050-C(SIP)



(VOTING INSTRUCTION CARD FOR THE EMPLOYEES THRIFT PLAN OF OXY USA INC.)



                   OCCIDENTAL PETROLEUM CORPORATION
                    ANNUAL MEETING OF STOCKHOLDERS

TO THE TRUSTEE OF THE EMPLOYEES THRIFT PLAN OF OXY USA INC.:

   I acknowledge receipt of the Notice of Annual Meeting of Stockholders of 
Occidental Petroleum Corporation to be held on April 26, 1996, and the Proxy
Statement furnished in connection with the solicitation of proxies by 
Occidental's Board of Directors. You are directed to vote the shares which are
held for my account pursuant to the Employees Thrift Plan of OXY USA Inc. in
the manner indicated on the reverse side of this card and, in your discretion,
on all other matters which may properly come before such meeting and at any
adjournment.

   My vote for the election of directors is indicated on the reverse side.
Nominees are: Edward P. Djerejian, Senator Albert Gore, Sr., David R. Martin,
George O. Nolley, John F. Riordan and Rosemary Tomich. In the event any of the
foregoing nominees is unavailable for election or unable to serve, shares 
represented by this card may be voted for a substitute nominee selected by the
Board of Directors.

   I UNDERSTAND THAT IN THE EVENT THAT I DO NOT RETURN THIS CARD, ANY SHARES
HELD FOR MY ACCOUNT IN THE EMPLOYEES THRIFT PLAN OF OXY USA INC. WILL BE
VOTED BY YOU IN ACCORDANCE WITH THE DIRECTION OF THE PENSION PLANS 
ADMINISTRATIVE COMMITTEE.


1050-E(TUL)



(REVERSE SIDE OF VOTING INSTRUCTION CARD FOR THE EMPLOYEES THRIFT PLAN 
OF OXY USA INC.)


The shares represented by this voting instruction card will be voted as 
directed below. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR 
ITEMS 1, 2 AND 3. THIS PROXY CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE 
WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.

[X] Please mark your votes as this 
                                        
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.

                                                                 FOR   WITHHELD
                                                                 ALL   FOR ALL
ITEM 1  The election as directors of the following nominees:
Senator Albert Gore, Sr., David R. Martin, George O. Nolley,      [ ]      [ ]
John F. Riordan and Rosemary Tomich for three-year terms that
expire in 1999 and Edward P. Djerejian for a two-year term 
that expires in 1998.
(To withhold authority to vote for any nominee(s), mark FOR
ALL and write nominee(s) name(s) in the space provided below.)

_____________________________________________________________
                                                         FOR   AGAINST  ABSTAIN
ITEM 2  The ratification of the selection of             [ ]     [ ]      [ ]
Arthur Andersen LLP as independent public accountants.
                                                         FOR   AGAINST  ABSTAIN
ITEM 3  The proposal to approve the  Occidental          [ ]     [ ]      [ ]
Petroleum Corporation 1996 Restricted Stock Plan for
Non-Employee Directors.



Please sign your name exactly as it appears printed hereon. Executors, 
administrators, guardians, and others signing in a fiduciary capacity should 
sign their full title as such.

SIGNATURE __________________________________________ DATE ____________________

SIGNATURE __________________________________________ DATE ____________________



(PROXY CARD - BROKER)

PROXY

                  THIS PROXY IS SOLICITED ON BEHALF OF
                        THE BOARD OF DIRECTORS

                   OCCIDENTAL PETROLEUM CORPORATION

  DR. RAY R. IRANI and DR. DALE R. LAURANCE, and each of them, with full power
of substitution, are hereby authorized to represent and to vote the shares of
the undersigned in OCCIDENTAL PETROLEUM CORPORATION as directed on the reverse
side of this card and, in their discretion, on all other matters which may
properly come before the Annual Meeting of Stockholders to be held on
April 26, 1996, and at any adjournment, as if the undersigned were present and
voting at the meeting.

   The shares represented by this proxy will be voted as directed on the
reverse side of this card. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE
VOTED FOR ITEMS 1,2, AND 3. In the event any of the nominees named on the 
reverse side of this card is unavailable for election or unable to serve,
the shares represented by this proxy may be voted for a substitute nominee
selected by the Board of Directors.



1050-D (BRO)



(REVERSE SIDE OF PROXY CARD - BROKER)

The shares represented by this proxy card will be voted as directed below.
WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND
3. THIS PROXY CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE
CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.

[X] Please mark your votes as this 
                                        
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.

                                                                 FOR   WITHHELD
                                                                 ALL   FOR ALL
ITEM 1  The election as directors of the following nominees:
Senator Albert Gore, Sr., David R. Martin, George O. Nolley,     [ ]      [ ]
John F. Riordan and Rosemary Tomich for three-year terms that
expire in 1999 and Edward P. Djerejian for a two-year term 
that expires in 1998.
(To withhold authority to vote for any nominee(s), mark FOR
ALL and write nominee(s) name(s) in the space provided below.)

_____________________________________________________________
                                                         FOR   AGAINST  ABSTAIN
ITEM 2  The ratification of the selection of             [ ]     [ ]      [ ]
Arthur Andersen LLP as independent public accountants.
                                                         FOR   AGAINST  ABSTAIN
ITEM 3  The proposal to approve the  Occidental          [ ]     [ ]      [ ]
Petroleum Corporation 1996 Restricted Stock Plan for
Non-Employee Directors.



Please sign your name exactly as it appears printed hereon. Executors, 
administrators, guardians, and others signing in a fiduciary capacity should 
sign their full title as such.

SIGNATURE __________________________________________ DATE ____________________

SIGNATURE __________________________________________ DATE ____________________




(LOGO)               OCCIDENTAL PETROLEUM CORPORATION
                         10889 WILSHIRE BOULEVARD
                       LOS ANGELES, CALIFORNIA 90024
                                
                                
                                
  DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
     PRESIDENT
        AND
CHIEF EXECUTIVE OFFICER
  
  
                                 March 12, 1996




Dear Savings Plan Participant:

     I am pleased to enclose a notice and proxy statement for our
annual  meeting  to be held on April 26, 1996,  together  with  a
voting instruction card.  I sincerely hope that, as an Occidental
stockholder  through  the  Occidental  Savings  Plan,  you   will
participate in the affairs of the company by voting your shares.

      Please MARK AND SIGN THE ENCLOSED CARD AND MAIL IT AS  SOON
AS  POSSIBLE IN THE ENCLOSED ENVELOPE to the Plan's trustee.  The
trustee will then cause the shares in your plan account(s) to  be
voted  according to your instructions.  Your instructions to  the
trustee will be kept confidential.

     Thank you for your cooperation.

                                 /s/ R. R. Irani




P.S.   This  message applies to those of you who  own  shares  of
Occidental stock other than through the Savings Plan.   You  will
receive  a  separate notice, proxy statement and proxy card  with
respect  to those shares.  That proxy card should be returned  in
the  envelope  provided  with the card.  In  order  to  eliminate
unnecessary  duplicate  distribution of the  annual  report,  the
transfer  agent  has  not included the annual  report  with  this
mailing, but you will find the report in the separate mailing you
will  receive  in connection with the stock you  own  other  than
through the Plan.




(LOGO)               OCCIDENTAL PETROLEUM CORPORATION
                         10889 WILSHIRE BOULEVARD
                       LOS ANGELES, CALIFORNIA 90024
                                
                                
                                
   DR. RAY R. IRANI
 CHAIRMAN OF THE BOARD
     PRESIDENT
        AND
CHIEF EXECUTIVE OFFICER
  
  
                                 March 12, 1996




Dear  Occidental Chemical Corporation Savings and Investment Plan
Participant:

     I am pleased to enclose a notice and proxy statement for our
annual  meeting  to be held on April 26, 1996,  together  with  a
voting instruction card.  I sincerely hope that, as an Occidental
stockholder  through the Occidental Chemical Corporation  Savings
and  Investment Plan, you will participate in the affairs of  the
company by voting your shares.

      Please MARK AND SIGN THE ENCLOSED CARD AND MAIL IT AS  SOON
AS  POSSIBLE IN THE ENCLOSED ENVELOPE to the Plan's trustee.  The
trustee will then cause the shares in your plan account(s) to  be
voted  according to your instructions.  Your instructions to  the
trustee will be kept confidential.

     Thank you for your cooperation.

                                 /s/ R. R. Irani



P.S.   Many  of  you  own shares of Occidental stock  other  than
through   the   Occidental  Chemical  Corporation   Savings   and
Investment  Plan,  in  which case you  will  receive  a  separate
notice,  proxy  statement and proxy card with  respect  to  those
shares.   That  proxy  card should be returned  in  the  envelope
provided with the card.





(LOGO)               OCCIDENTAL PETROLEUM CORPORATION
                         10889 WILSHIRE BOULEVARD
                       LOS ANGELES, CALIFORNIA 90024
                                
                                
                                
  DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
      PRESIDENT
         AND
CHIEF EXECUTIVE OFFICER
  
  
                                 March 12, 1996




Dear OXY USA Inc. Employees Thrift Plan Participant:

     I am pleased to enclose a notice and proxy statement for our
annual  meeting  to be held on April 26, 1996,  together  with  a
voting instruction card.  I sincerely hope that, as an Occidental
stockholder through the OXY USA Inc. Employees Thrift  Plan,  you
will  participate in the affairs of the company  by  voting  your
shares.

      Please MARK AND SIGN THE ENCLOSED CARD AND MAIL IT AS  SOON
AS  POSSIBLE IN THE ENCLOSED ENVELOPE to the Plan's trustee.  The
trustee will then cause the shares in your plan account(s) to  be
voted  according to your instructions.  Your instructions to  the
trustee will be kept confidential.

     Thank you for your cooperation.

                                 /s/ R. R. Irani



P.S.   Many  of  you  own shares of Occidental stock  other  than
through the OXY USA Inc. Employees Thrift Plan, in which case you
will  receive a separate notice, proxy statement and  proxy  card
with respect to those shares.  That proxy card should be returned
in the envelope provided with the card.