EXHIBIT 8.1




                                         October 2, 1998


Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
              Incorporated
World Financial Center
North Tower
New York, New York  10281


               Re:  Prospectus Supplement dated September 25, 1998 to
                    Prospectus dated September 25, 1998 (respectively, the
                    "Prospectus Supplement" and the "Prospectus")
                    ---------------------------------------------------

Ladies and Gentlemen:

          We have acted as special tax counsel for Occidental Petroleum
Corporation, a Delaware corporation, (the "Company") in connection with the
preparation of the above captioned Prospectus and Prospectus Supplement filed on
September 25, 1998 with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 424(b) of the Securities Act of 1933, as amended
(the "Securities Act"). The Prospectus Supplement relates to the issuance and
sale by the Company of $270,000,000 aggregate principal amount of its Extendible
Notes due October 3, 2008 (the "Debt Securities"). The Debt Securities were
registered pursuant to a Registration Statement on Form S-3 (File No. 333-52053)
declared effective by the Commission on May 12, 1998 pursuant to Rule 462(b) of
the Securities Act.

          This opinion is being furnished to you pursuant to Section 6(h) of the
Underwriting Agreement, dated as of September 25, 1998, among the Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated.

          We hereby confirm that, although the discussions set forth in the
Prospectus Supplement under the headings "Certain United States Federal Tax
Considerations," does not purport to discuss all possible United States federal

 
Merrill Lynch & Co.
October 2, 1998
Page 2

income tax consequences of the purchase, ownership, and disposition of the Debt
Securities, in our opinion such discussion constitutes, in all material
respects, a fair and accurate summary of the United States federal income tax
consequences of the purchase, ownership, and disposition of the Debt Securities,
based upon current law and subject to the qualifications set forth therein.
There can be no assurances that any of the opinions expressed herein will be
accepted by the Internal Revenue Service, or if challenged, by a court. This
opinion is expressed as of the date hereof unless otherwise expressly stated and
applies only to the disclosure under the heading "Certain United States Federal
Tax Considerations" set forth in the Prospectus Supplement. We disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law.

          This opinion is furnished to you solely for your benefit in connection
with the preparation of the Prospectus and the Prospectus Supplement and is not
to be used, circulated, quoted or otherwise referred to for any other purpose or
relied upon by any other person for any purpose without our prior written
consent.

                                  Very truly yours,

                                  /s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP