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/ No fee required.

 / / 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



               1997 ANNUAL MEETING OF STOCKHOLDERS


                               AND


                         PROXY STATEMENT


  
  
  
  
  
                     FRIDAY, APRIL 25, 1997
                  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
         AND
CHIEF EXECUTIVE OFFICER
      
                                                   March 17, 1997
  
Dear Stockholder:
 
  On  behalf of our Board of Directors, I cordially invite you to
attend Occidental's 1997 Annual Meeting of Stockholders at  10:30
a.m.  on  Friday,  April  25, 1997, at  the  Santa  Monica  Civic
Auditorium, 1855 Main Street, Santa Monica, California.

  Our  business will include electing five directors, all of whom
are  present  Occidental directors, ratifying  the  selection  of
independent   public  accountants  and  amending   the   Restated
Certificate   of  Incorporation  to  declassify  the   Board   of
Directors.

  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,

                                       R. R. IRANI
  
  

  
  
(LOGO)         OCCIDENTAL PETROLEUM CORPORATION
                   10889 WILSHIRE BOULEVARD
                LOS ANGELES, CALIFORNIA 90024
  
  
            NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                    To Be Held April 25, 1997


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 25, 1997, 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  2000.  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 1997.

     3.  To  amend  the Restated Certificate of Incorporation  to
  declassify the Board of 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, 1997, 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,
                                       DONALD P. DE BRIER
  Los Angeles, California              Donald P. de Brier
  March 17, 1997                       Secretary






                         PROXY STATEMENT
    Annual Meeting of Stockholders To Be Held April 25, 1997
                                
                       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  25,  1997,  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 17, 1997.

  At  the Meeting, stockholders of Occidental will vote upon: (1)
the election of five directors for a term of three years; (2) the
ratification  of the selection of independent public  accountants
for  1997; (3) the proposal to amend the Restated Certificate  of
Incorporation to declassify the Board of Directors; 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, 1997, 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  329,754,982   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  five  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.  The
affirmative  vote of the holders of a majority of the  shares  of
Common  Stock and Convertible Preferred Stock outstanding  voting
together  as a class will be required to approve the proposal  to
amend  the  Restated Certificate of Incorporation. In determining
whether   a  proposal  has  received  the  requisite  number   of
affirmative votes, abstentions and broker nonvotes will have  the
same effect as votes against the proposal.




  
  
                                
                        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 amendment  of the  
Restated Certificate of Incorporation.  
    
  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 any
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. The terms of five directors will  expire  at
the  Meeting, the terms of five directors will expire at the 1998
Annual Meeting and the terms of four directors will expire at the
1999  Annual Meeting. All of the directors whose terms expire  at
the  Meeting previously were elected by the stockholders,  except
for  Mr.  Chalsty  who was appointed to fill the vacancy  created
when  the size of the Board was increased to 14 members effective
November 14, 1996.

                                 2


  
  
  Occidental  is  firmly  committed to achieving  a  diverse  and
broadly  inclusive work force and Board of Directors by  creating
equal  opportunity  for  men  and women  of  every  race,  color,
religion, ethnicity, national origin and cultural background.

  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  five  persons  designated by the  Board  of  Directors  as
nominees  for  election at the Meeting as directors  are  Messrs.
John S. Chalsty, Arthur Groman, J. Roger Hirl, John W. Kluge  and
Rodolfo Segovia.

  It  is  intended that proxies received will be  voted  for  the
election as directors of Messrs. Chalsty, Groman, Hirl, Kluge and
Segovia,  to  serve  for three-year terms expiring  at  the  2000
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 five nominees for election at the Meeting
and  for  each  of  the  other nine directors  whose  terms  will
continue after the Meeting.
                                
               NOMINEES FOR TERM EXPIRING IN 2000
                            -------                                
                                
                                
(PHOTOGRAPH OF JOHN S. CHALSTY)
JOHN S. CHALSTY, 63                           Director since 1996
Chairman and Chief Executive Officer
of Donaldson, Lufkin & Jenrette, Inc.,
New York, New York.

Mr.  Chalsty,  63,  is  chairman and chief executive  officer  of
Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), an investment banking
firm.  He  joined DLJ in 1969 as an oil analyst and served  in  a
series of increasingly responsible positions, including president
and chief executive from 1986 until assuming his current position
in  early 1996. Before that, he worked 12 years for Standard  Oil
Company  of  New  Jersey  (now Exxon) in the  United  States  and
Europe.

Mr.  Chalsty  also  serves  on the boards  of  directors  of  The
Equitable  Companies, Anchor Glass Container Corp., SDW  Holdings
Corporation   and IBP, inc. He was a director  of  the  New  York
Stock  Exchange from 1988 to 1994 and served as its vice chairman
from  1990 to 1994. Mr. Chalsty is Chairman of the New York  City
Economic Development Corporation.

He  also is a member, past president and director of the New York
Society  of Financial Analysts and a member and past director  of
Financial Analysts Federation, as well as being active in  civic,
education, arts and medical organizations.

Mr. Chalsty received Bachelor of Science degrees in chemistry and
physics  and  a  Master of Science degree from the University  of
Witwatersrand  in Johannesburg, South Africa,  and  a  Master  of
Business Administration degree with high distinction from Harvard
Business School, where he was a Baker Scholar.
                                
(PHOTOGRAPH OF ARTHUR GROMAN)
ARTHUR GROMAN, 82                             Director since 1957
Lawyer-Senior Partner of the law firm
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

                                 3



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 and an emeritus  member
of  the Board of Directors of Cedars-Sinai Medical Center. He has
served as President of the Yale Law School Alumni Association  of
Southern California.
                                
  Committees: Executive; Nominating (Chairman).
                                
(PHOTOGRAPH OF J. ROGER HIRL)
J. ROGER HIRL, 65                             Director since 1988
Executive Vice President of Occidental;
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 is an appointed
member  of the Industry Policy Advisory Committee (IPAC), jointly
administered  by the Office of the U.S. Trade Representative  and
the Department of Commerce. He is a past Chairman of the Board of
the  Chemical  Manufacturers Association, the  American  Plastics
Council,  the  Chlorine  Institute and the  Society  of  Chemical
Industry,  American Section. 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 JOHN W. KLUGE)
JOHN W. KLUGE, 82                             Director since 1984
Chairman of the Board
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., Conair Corporation,
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  The  Chase  Manhattan
Corporation.
                                
(PHOTOGRAPH OF RODOLFO SEGOVIA)
RODOLFO SEGOVIA, 60                           Director since 1994
President and Chief Executive Officer of
Polipropileno del Caribe, S.A.
Bogota, Colombia.

Since  August  1996, Mr. Segovia has served as the President  and
Chief  Executive  Officer of Polipropileno del  Caribe,  S.A.,  a
manufacturer of polypropylene. From 1994 to 1996 and from 1986 to
1990,  he   served   as  the  Managing Partner    of  Inversiones
Sanford  S.A.,  where  he  continues to serve  on  the  Executive
Committee.  Inversiones Sanford is 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 plastic industry.  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

                                 4



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.
                                
                      CONTINUING DIRECTORS
                            -------                                
                                
(PHOTOGRAPH OF EDWARD P. DJEREJIAN)
EDWARD P. DJEREJIAN, 57                       Director since 1996
Director-James A. Baker III Institute           Term expires 1998
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.
                                
(PHOTOGRAPH OF SENATOR ALBERT GORE, SR.)
SENATOR ALBERT GORE, Sr., 88                  Director since 1972
Former Executive Vice President                 Term expires 1999
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,

                                 5



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 DR. RAY R. IRANI)
DR. RAY R. IRANI, 62                          Director since 1984
Chairman of the Board and Chief                 Term expires 1998
Executive Officer of Occidental; Chairman of
the Board of Canadian Occidental Petroleum Ltd.

Dr.  Irani  is  the  Chairman  and  Chief  Executive  Officer  of
Occidental,  having  served  as  Chairman,  President  and  Chief
Executive Officer of Occidental from 1990 until 1996. He has been
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 1987. 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  CEO
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  
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.
  
  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).

                                 6


  
  
                                
(PHOTOGRAPH OF DR. DALE R. LAURANCE)
DR. DALE R. LAURANCE, 51                      Director since 1990
President and Senior Operating Officer          Term expires 1998
of Occidental.

Dr.  Laurance  has been President of Occidental  since  1996  and
Senior Operating Officer and a director of Occidental since 1990.
He  joined  Occidental in 1983 as a Vice President of  Occidental
Chemical Corporation and was elected Vice President of Operations
of  Occidental  in  1984.  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,
American Petroleum Institute, U.S.-Arab Chamber of Commerce,  Boy
Scouts of America-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, 66                          Director since 1994
President and Chief Executive Officer           Term expires 1998
of Dataproducts Corporation,
Simi Valley, California.

Mr.  Maloney has been President and Chief Executive Officer since
April   1992   of   Dataproducts   Corporation   of  Simi Valley,
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.
                                
  Committees: Audit; Compensation.

                                    

(PHOTOGRAPH OF GEORGE O. NOLLEY)
GEORGE O. NOLLEY, 81                          Director since 1983
Ranching and Investments.                       Term expires 1999

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, 61                           Director since 1991
Executive Vice President of Occidental;         Term expires 1999
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

                                 7



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 Chairman of the  Gas  Research
Institute  and serves on the board of the Interstate Natural  Gas
Association  of  America.  He is a director  of  the  Chicagoland
Chamber  of  Commerce and a governing member  of  the  Orchestral
Association in Chicago.
                                
(PHOTOGRAPH OF AZIZ D. SYRIANI)
AZIZ D. SYRIANI, 54                           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 L.L.M. degree from Harvard Law School.  Mr.
Syriani is a director of Credit Suisse, F.B.
                                
  Committees: Investment (Chairman); Nominating.
                                
(PHOTOGRAPH OF ROSEMARY TOMICH)
ROSEMARY TOMICH, 59                           Director since 1980
Owner, Hope Cattle Company and A. S. Tomich     Term expires 1999
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 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, a  member
of   the   President's  Corporate  Cabinet  of   the   California
Polytechnic State University San Luis Obispo and a Trustee of the
UCLA Foundation.
                                
  Committees:   Executive;  Audit;  Compensation;  Environmental,
Health and Safety (Chairperson); Investment.
                                
 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 no meetings during 1996 and acted  four
times  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,
Miss  Tomich  and  Mr. Maloney, 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  15
meetings in 1996.

    
  
  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

                                8


 

officers  of  Occidental.  The Compensation Committee  held  five
meetings   in  1996.  The  Compensation  Committee's  report   on
executive compensation begins at page 18.

  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 one meeting in 1996.

  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
1996.

  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 twice by  unanimous
written consent and held two meetings in 1996.

  The  Board of Directors held six regular meetings during  1996.
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 and,  pursuant  to
the  1996  Restricted  Stock  Plan  for  Non-Employee  Directors,
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. During 1996, two directors also received $1,000  for
attending  the  sole meeting of the directors of  the  Occidental
Petroleum Charitable Foundation, Inc.
                                
   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 1996.
                                
                   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 1996, Occidental and such
subsidiaries  paid  the  firm approximately  $865,000  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


  
  
                                
     SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
                              -------
  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  1996,  all  of  its
executive officers and directors complied with the Section  16(a)
requirements.
                                
         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                         AND MANAGEMENT
  
  On  February 28, 1997, 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.               36,852,427(1)      11.2%
               82 Devonshire 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  12,
1997, with Securities and Exchange Commission, FMR Corp. has sole
voting  power for 2,403,162 shares and sole investment power  for
36,852,427 shares. The number of shares of Common Stock  includes
1,415,967 shares resulting from the assumed conversion of 644,500
shares  of  Occidental's $3.875 Convertible Preferred  Stock  and
3,139,948  shares  resulting  from  the  assumed  conversion   of
1,778,000  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 28, 1997,
by  the  five  highest-paid executive officers, the directors  of
Occidental,  David R. Martin, who retired as a  director  and  an
executive  officer in September 1996, and all executive  officers
and directors as a group.
   
- -----------------------------------------------------------------
                                Amount and     
                                Nature of
         Name of                Beneficial              Percent
         Beneficial Owner       Ownership(1)           of Class
_________________________________________________________________ 
         Ray R. Irani            1,774,320                (2)
         Dale R. Laurance          312,304                (2)
         J. Roger Hirl             219,781                (2)
         David R. Martin           175,680                (2)
         John F. Riordan           208,928(3)             (2)
         John S. Chalsty             5,000                (2)
         Edward P. Djerejian           375                (2)
         Albert Gore, Sr.           34,337(4)             (2)
         Arthur Groman              17,450                (2)
         John W. Kluge           1,020,250                (2)
         Irvin W. Maloney            1,750                (2)
         George O. Nolley            2,280                (2)
         Rodolfo Segovia             6,323(5)             (2)
         Aziz D. Syriani             1,450                (2)
         Rosemary Tomich             4,950                (2)
         Donald P. de Brier         86,605                (2)

         All executive                      
         officers and            4,743,774(6)            1.4%
         directors as a
         group (28 persons)
_________________________________________________________________
    
  (1)     Does  not  include shares acquired after  December  31,
1996, 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 625,095 shares  held  by  Dr.
Irani, 81,615 shares held by Dr. Laurance, 44,763 shares held  by
Mr.  Hirl, 38,673 shares held by Mr. Riordan, 25,874 shares  held
by  Mr. de Brier and 37,663 shares held by Mr. Martin, for  which
investment  power  had  not  vested pursuant  to  the  Occidental
Petroleum   Corporation  Executive  Long-Term   Incentive   Stock
Purchase   Plan  (the  "Stock  Purchase  Plan"),  the  Occidental
Petroleum Corporation 1995 Incentive Stock Plan (the "1995  Stock
Plan") or the Occidental Petroleum Corporation Savings Plan  (the
"Savings Plan") and 175 shares held by Mr. Djerejian, 250  shares
held  by Mr. Gore, 450 shares held by Mr. Groman, 250 shares held
by  Mr. Kluge, 250 shares held by Mr. Maloney, 650 shares held by
Mr.  Nolley, 250 shares held by Mr. Segovia, 450 shares  held  by
Mr.  Syriani  and  450  shares held  by  Ms.  Tomich,  for  which
investment  power has not vested under the 1996 Restricted  Stock
Plan  for  Non-Employee Directors. Shares shown also include  the
following  shares subject to options exercisable on February  28,
1997,  or  becoming  exercisable within 60 days  thereafter:  Dr.
Irani,  933,334 shares; Dr. Laurance, 180,000 shares;  Mr.  Hirl,
143,334 shares; Mr. Riordan, 128,334 shares; Mr. de Brier, 60,000
shares and Mr. Martin, 96,667 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   2,126,406   shares   that   certain
executive officers and directors could acquire upon the  exercise
of   options  exercisable  on  February  28,  1997,  or  becoming
exercisable  within  60  days  thereafter,  as  well  as  998,043
shares   issued  pursuant  to  the  Stock Purchase Plan, the 1995  
Stock Plan or the Savings Plan for which investment power had not 
vested.

                                11


  
                     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,   the  four  other  highest-paid  executive  officers   of
Occidental  serving as executive officers on December  31,  1996,
and  Mr.  Martin,  who  retired as a director  and  an  executive
officer in September 1996; (2) the options and stock appreciation
rights  granted  to  such executives in 1996;  (3)  exercise  and
year-end value information pertaining to stock options and  stock
appreciation rights granted to such executives and (4)  long-term
incentive plan awards granted to such executives in 1996.


                                           
                                        SUMMARY COMPENSATION TABLE
__________________________________________________________________________________________________________
                                                
                                                        Long-Term Compensation
                        Annual Compensation                     Awards
                        -------------------             ----------------------
Other Securities 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 and 1996 $1,900,000 $872,000 $1,236,958(3) $2,611,666 200,000 $138,905(4) Chief Execu- 1995 $1,900,000 $872,000 $998,209(3) $2,459,444 200,000 $122,714(4) tive Officer 1994 $1,900,000 $872,000 $666,696(3) $2,326,869 150,000 $120,874(4) Dale R. Laurance, 1996 $860,000 $700,000 0 $164,010 85,000 $207,358(5) President and 1995 $820,000 $620,000 0 $394,991 45,000 $183,002(5) Senior Oper- 1994 $790,000 $365,000 0 $375,003 30,000 $181,131(5) ating Officer J. Roger Hirl, 1996 $565,000 $255,000 $132,169(6) $98,090 50,000 $98,624(7) Executive Vice 1995 $545,000 $420,000 0 $214,002 35,000 $90,689(7) President 1994 $530,000 $210,000 0 $210,001 20,000 $87,881(7) John F. 1996 $565,000 $430,000 0 $98,090 50,000 $135,178(9) Riordan, 1995 $545,000 $335,000 0 $209,998 35,000 $127,600(9) Executive 1994 $525,000 $210,000 $55,391(8) $160,004 20,000 $122,048(9) Vice President Donald P. 1996 $460,000 $360,000 0 $79,194 40,000 $73,462(11) de Brier, 1995 $440,000 $335,000 0 $167,995 30,000 $70,192(11) Executive 1994 $413,333 $168,000 $80,389(10) $160,004 20,000 $65,762(11) Vice President, General Counsel and Secretary David R. 1996 $565,000 0 0 $98,090 50,000 $424,212(12) Martin, 1995 $545,000 $390,000 0 $209,998 35,000 $147,914(12) (Retired) 1994 $525,000 $260,000 0 $200,005 20,000 $139,231(12) ____________________________________________________________________________________________________________ 12 (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. Hirl (in 1996 only) Mr. Riordan (in 1994 only) and Mr. de Brier (1994 only),for whom such information is included in footnotes (6), (8) and (10), respectively. (2) Includes awards made in January 1996 to each of the executive officers listed pursuant to the Occidental Petroleum Corporation 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, 1996, Dr. Irani held 524,853 shares of restricted stock, having a value of $12,268,439; Dr. Laurance 72,310 shares, having a value of $1,690,246; Mr. Hirl 40,412 shares, having a value of $944,630; Mr. Riordan 34,321 shares, having a value of $802,253; Mr. de Brier 21,844 shares, having a value of $510,604 and Mr. Martin 37,663 shares, having a value of $880,373. (3) Includes for 1996, 1995 and 1994, respectively: $1,215,472, $981,704 and $647,136 of reimbursements, pursuant to Dr. Irani's employment agreement, for state income tax expenditures; $20,486, $15,505 and $18,506 for club dues; and $1,000, $1,000 and $1,000 for tax preparation services. (4) Includes for 1996, 1995 and 1994, respectively: $107,666, $93,985 and $94,233 of director's fees paid by an equity investee of Occidental; $6,750, $6,750 and $6,750 credited pursuant to the Occidental Petroleum Corporation Savings Plan (the "Savings Plan"); and $24,489, $21,979 and $19,891 of accrued interest on deferred compensation. (5) Includes for 1996, 1995 and 1994, respectively: $59,373, $47,036 and $50,439 of director's fees paid by an equity investee of Occidental; $6,750, $6,750 and $6,750 credited pursuant to the Savings Plan; $14,250, $14,250 and $14,250 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 certain of its subsidiaries; $117,765, $111,240 and $106,320 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 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 $9,220, $3,726 and $3,372 of accrued interest on deferred compensation. (6) Includes for 1996: $99,034 for personal use of company aircraft, $16,436 for tax and financial planning services, $14,411 for club dues and $2,288 for automobile maintenance. (7) Includes for 1996, 1995 and 1994, respectively: $6,750, $6,750 and $6,750 credited pursuant to the Savings Plan; $12,750, $12,750 and $12,750 credited pursuant to the Retirement Plan; $70,590, $67,365 and $64,920 credited pursuant to the Senior Retirement Plan; and $8,534, $3,824 and $3,461 of accrued interest on deferred compensation. (8) Includes for 1994: $53,182 for personal use of company aircraft and $2,209 for tax preparation services. (9) Includes for 1996, 1995 and 1994, respectively: $6,750, $6,750 and $6,750 credited pursuant to the Savings Plan; $10,378, $12,750 and $12,750 credited pursuant to the Retirement Plan; $101,211, $94,615 and $90,345 credited pursuant to the Senior Retirement Plan; and $16,839, $13,485 and $12,203 of accrued interest on deferred compensation. Mr. Riordan is also a participant in the MidCon Corp. Employee Stock Ownership Plan. The value of the share allocation made as of December 31, 1996 is not available as of the date hereof. (10) Includes for 1994: $75,871 in connection with his relocation from London, England; $2,003 for club dues; $1,515 for life insurance premiums; and $1,000 for tax preparation services. (11) Includes for 1996, 1995 and 1994, respectively: $6,750, $6,750 and $6,750 credited pursuant to the Savings Plan; $14,250, $14,250 and $14,250 credited pursuant to the Retirement Plan; and $52,462, $49,192 and $44,762 credited pursuant to the Senior Retirement Plan. (12) Includes for 1996, 1995 and 1994, respectively, unless otherwise noted: $23,414, $33,799 and $29,527 of director's fees paid by an equity investee of Occidental; $6,750, $6,750 and $6,609 credited pursuant to the Savings Plan; $12,750, $12,750 and $13,109 credited pursuant to the Retirement Plan; $98,798, $94,615 and $89,986 credited pursuant to the Senior Retirement Plan and $282,500 (1996 only) paid upon his retirement in satisfaction of incentive compensation claims. The consulting agreement entered into with Mr. Martin at his retirement is described below under "Employment Contracts."
13 OPTION/SAR GRANTS IN 1996 _______________________________________________________________________________ Number of % of Total Securitites Options/SARs Exercise Underlying Granted to or Grant Date Options/SARs Employees Base Price Expiration Present Name Granted (#)(1) in 1996 ($/Share)(2) Date(3) Value ($)(4) _______________________________________________________________________________ Ray R. 4,102 0.3% $24.375 07/10/2006 $21,043 Irani 195,898 14.7% $24.375 07/10/2006 $1,004,957 Dale R. 4,102 0.3% $24.375 07/10/2006 $21,043 Laurance 80,898 6.1% $24.375 07/10/2006 $415,007 J. Roger 4,102 0.3% $24.375 07/10/2006 $21,043 Hirl 45,898 3.4% $24.375 07/10/2006 $235,457 John F. 4,102 0.3% $24.375 07/10/2006 $21,043 Riordan 45,898 3.4% $24.375 07/10/2006 $235,457 Donald P. 4,102 0.3% $24.375 07/10/2006 $21,043 de Brier 35,898 2.7% $24.375 07/10/2006 $184,157 David R. 4,102 0.3% $24.375 07/10/2006 $21,043 Martin 45,898 3.4% $24.375 07/10/2006 $235,457 _______________________________________________________________________________ (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 approximately one-third of the options granted becoming exercisable each year commencing on the first anniversary of the grant date and ending 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 1996. (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 and the NQSOs were granted for terms of 10 years, 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-23.92%, risk-free rate of return-6.79%, dividend yield-4.2% and time of exercise-five 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. 14 AGGREGATED OPTION/SAR EXERCISES IN 1996 AND DECEMBER 31, 1996 OPTION/SAR VALUES _______________________________________________________________________________ Number of Securities Value of Underlying Unexercised Shares Unexercised In-the-Money Acquired Options/SARs Options/SARs on Value at 12/31/96 at 12/31/96 Exercise Realized Exercisable/ Exercisable/ Name (#) ($) Unexercisable Unexercisable _______________________________________________________________________________ Ray R. 0 0 616,668 $2,041,672 Irani 183,332 $314,578 Dale R. 0 0 115,001 $366,881 Laurance 39,999 $63,744 J. Roger 0 0 85,001 $272,921 Hirl 29,999 $43,330 John F. 0 0 85,001 $272,921 Riordan 29,999 $43,330 Donald P. 0 0 43,334 $108,337 de Brier 26,666 $44,163 David R. 0 0 38,334 $67,919 Martin 29,999 $43,330 _______________________________________________________________________________ LONG-TERM INCENTIVE PLAN--AWARDS IN 1996(1) _______________________________________________________________________________ Performance Estimated Future Payouts Under Number of or Other Non Stock Price-Based Plans Shares, Period Units or Until Other Maturation Threshold Target Maximum Rights or (# of (# of (# of Name (#) Payout shares) shares) shares) _______________________________________________________________________________ Ray R. 0 _ _ _ _ Irani Dale R. 15,345 4 years 0 15,345 26,853 Laurance J. Roger 9,434 4 years 0 9,434 16,509 Hirl John F. 9,434 4 years 0 9,434 16,509 Riordan Donald P. 7,616 4 years 0 7,616 13,328 de Brier David R. 9,434 4 years 0 9,434 16,509 Martin _______________________________________________________________________________ (1) Performance Stock Awards were made in January 1996 pursuant to the Occidental Petroleum Corporation 1995 Incentive Stock Plan. The number of shares received at the end of the performance period will depend on the attainment of performance objectives based on a peer company comparison of total stockholder return. Depending on the company's ranking among its peers, the grantees receive shares of Common Stock in an amount ranging from 0% to 175% of the Target Share Award. During the performance period, dividend equivalents are credited on the Target Shares in an amount equal to the per share dividend declared per share of Common Stock and cash equal to the divided equivalent is paid to the grantees. 15 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. In September 1993, Dr. Laurance entered into an employment agreement with Occidental providing for an annual salary of not less than $790,000 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. 16 Mr. de Brier has an employment agreement for a term expiring in July, 1998, providing for an annual salary of not less than $460,000. To compensate Mr. de Brier for relocating to Los Angeles, California, the agreement provides, among other things, that Occidental will reimburse him for his additional housing expenses up to a maximum of $35,000 for 1994, $26,250 for 1995, $17,500 for 1996 and $8,750 for 1997. In the event Occidental terminates Mr. de Brier without cause without two-years' notice, then Occidental will pay Mr. de Brier 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. Hirl has an employment agreement with Occidental for a term expiring in May 1997, providing for an annual salary of not less than $565,000. 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 percent 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. Riordan has an employment agreement with Occidental for a term expiring in May 1997, providing for an annual salary of not less than $565,000. 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 percent 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. In connection with Mr. Martin's retirement from his executive and board positions with Occidental, Mr. Martin and Occidental entered into an agreement pursuant to which he has agreed to be available for services to Occidental for a term ending December 31, 2000. Under this agreement, Mr. Martin's then existing employment agreement was terminated. For his services, Mr. Martin will be compensated at the rate of $565,000 per year for the three-year period beginning September 12, 1996, and ending September 12, 1999, and at the annual rate of $20,000 for the balance of the term. In full satisfaction of any incentive compensation claim, Mr. Martin received a payment of 50 percent of his current annual base pay. During the term of the agreement, Mr. Martin will continue to be eligible to participate in certain employee benefit plans other than incentive plans and to vest in any stock options or other stock grants previously awarded to him. 17 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. 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 18 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 With the adoption of the 1995 Incentive Stock Plan (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 companies, as measured by total stockholder return, over a specified performance period. Selection for participation in the 1995 Stock Plan is 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. DEDUCTIBILITY OF COMPENSATION As part of the 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 1996 is fully deductible. With respect to the remaining named executive officers, the Committee recognizes that a portion of the compensation paid in 1996 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. 19 COMPENSATION DECISIONS For 1996, 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 1995, the Committee made its determination with respect to restricted stock awards and performance stock awards granted in January 1996 under the 1995 Stock Plan. In making its decisions, the Committee recognized the achievements of senior management during 1995 in increasing earnings and growing the Company's core businesses while reducing costs and debt. The Committee believes that the grants of restricted stock and performance stock will continue to motivate senior management to achieve significant growth in profits and cash flow in the coming years. With the introduction of performance stock awards in 1996, total annual stock based awards to senior management, excluding Dr. Irani, increased from previous levels. However, awards of restricted stock were decreased from prior levels as the Committee implemented its policy of increasing the percentage of compensation more closely linked to the Company's performance through the awards of performance stock. As previously stated, receipt of performance stock is based on Occidental's relative performance to its peer companies, as measured by total stockholder return. For 1996, Dr. Irani received a modest increase to his restricted stock award equal to the increase in cost of living. Dr. Irani did not receive a performance stock award in 1996. In July 1996, the Committee reviewed and approved stock option awards under the 1995 Stock 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 remained at the same level as his 1995 grant. Annual bonus awards for 1996 under the Executive Incentive Compensation Plan were reviewed and approved by the Committee in February 1997, 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 20 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 the original peer group and the revised peer group over the five-year period ending on December 31, 1996. Following that graph is a graph showing the same information on a quarterly basis. 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, 1991) and that all dividends received within a quarter were reinvested in that quarter. The original peer group companies are Amoco Corporation, Atlantic Richfield Company ("ARCO"), The British Petroleum Company p.l.c. ("BP"), Chevron Corporation, Mobil Corporation, Occidental, Phillips Petroleum Company, Texaco Inc. and Unocal Corporation ("Unocal"). The revised peer group companies are Amoco Corporation, ARCO, Chevron Corporation, Mobil Corporation, Occidental, Phillips Petroleum Company, Texaco Inc., Union Carbide Corporation, Dow Chemical Company, Georgia Gulf Corporation and Lyondell Petrochemical Company. Occidental revised its peer group for the following reasons. First, the companies removed, BP and Unocal, are composed of primarily foreign operations whereas Occidental is a global company with significant U.S. based operations. Also, to provide representation of Occidental's chemical business, the index was broadened to include four chemical companies. COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN OF OCCIDENTAL COMMON STOCK, THE S&P 500 INDEX AND SELECTED PEER GROUPS Original Revised Year Oxy Stock S&P 500 Peer Group Peer Group ---- --------- ------- ---------- ---------- 1991 100 100 100 100 1992 100 108 99 107 1993 106 118 120 123 1994 126 120 136 142 1995 146 165 172 177 1996 167 203 219 213 21 COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN BY QUARTER SINCE DECEMBER 31, 1991, OF OCCIDENTAL COMMON STOCK, THE S&P 500 INDEX AND SELECTED PEER GROUPS Original Revised Quarter Oxy S&P 500 Peer Group Peer Group ------- --- ------- ---------- ----------- 12/31/91 100 100 100 100 3/31/92 109 97 91 96 6/30/92 113 99 96 101 9/30/92 102 102 105 110 12/31/92 100 108 101 106 3/31/93 128 112 114 117 6/30/93 133 113 116 121 9/30/93 129 116 119 124 12/31/93 106 118 121 125 3/31/94 102 114 117 123 6/30/94 121 114 128 134 9/30/94 136 120 130 142 12/31/94 126 120 136 144 3/31/95 145 132 149 157 6/30/95 153 144 151 158 9/30/95 148 156 155 164 12/31/95 146 165 173 178 3/31/96 184 174 185 197 6/30/96 173 182 188 195 9/30/96 165 187 203 205 12/31/96 167 203 220 214 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, 1997. 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 1997. The Board of Directors recommends a vote FOR the proposal to ratify the selection of Arthur Andersen LLP as independent public accountants for 1997. Proxies solicited by the Board of Directors will be so voted unless stockholders specify otherwise. 22 APPROVAL OF THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION DECLASSIFYING THE BOARD OF DIRECTORS At the 1986 annual meeting of Occidental's predecessor corporation, the shareholders of that corporation approved its reorganization into the present Delaware corporation. Among the changes that became effective with the reorganization was the classification of the Board of Directors into three classes, with one class being elected each year. The Board of Directors has determined that classification of directors should be eliminated and has approved, and is recommending to the stockholders for approval at the Meeting, the amendment of Paragraph A of Article VI of the Restated Certificate of Incorporation, as amended (the "Restated Certificate of Incorporation") to eliminate the classification of the Board of Directors. If the proposed amendment is approved, the directors elected at or prior to the Meeting will serve out the balance of their terms and any director elected after the Meeting, whether at an annual meeting or to fill a vacancy on the Board of Directors, will be elected for a one-year term that expires upon the election and qualification of such director's successor at the next succeeding annual meeting of stockholders. In other words, the directors elected at the Meeting will serve until the 2000 annual meeting, the directors elected in 1996 will serve until the 1999 annual meeting and the directors elected in 1995 will serve until the 1998 annual meeting. Directors whose terms expire at the 1998 annual meeting and who are reelected at that meeting will be elected for a one-year term and thus will stand for reelection at the 1999 annual meeting with the other directors whose terms expire at that meeting. Commencing with the annual meeting in 2000, classification will cease in its entirety and the entire Board of Directors will be elected at one time. A classified board is intended to provide for continuity of management by assuring that a cadre of experienced directors will always be in office. Because the General Corporation Law of the State of Delaware authorizes the removal of classified directors by shareholders only for cause (unless a provision in the certificate of incorporation permits removal without cause), under older views of corporate governance, a classified board was assumed to make it more difficult for a substantial stockholder to gain control of a board of directors and thus deter not only unfriendly and unsolicited takeover proposals and proxy contests, but also changes in the board where a majority of stockholders is dissatisfied with incumbent directors. In weighing the competing arguments for and against a classified board, the Board of Directors in 1986 determined that the interests of stockholders were best served by a classified board in light of the environment in which Occidental was then operating. While the current Board of Directors has not determined that those benefits are not valid, it does recognize that under current views of corporate governance a classified board is believed to offer less protection against unfriendly takeover attempts than previously assumed while frustrating stockholders in their exercise of oversight of the board. The Board of Directors believes that the best interests of the stockholders are not currently served by maintaining a classified board in the future and therefore has proposed the adoption of the proposed amendment. Paragraph A of Article VI of the Restated Certificate of Incorporation, as proposed to be amended, is attached to this Proxy Statement as Exhibit A. The Board of Directors recommends a vote FOR the proposal to amend the Restated Certificate of Incorporation to declassify the Board of Directors. Proxies solicited by the Board of Directors will be so voted unless stockholders specify otherwise. 23 STOCKHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING OF STOCKHOLDERS ------- Stockholder proposals to be presented at the 1998 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 17, 1997, in order to be included in the proxy statement and form of proxy relating to such meeting. ANNUAL REPORT Occidental's 1996 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, DONALD P. DE BRIER Los Angeles, California Donald P. de Brier March 17, 1997 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. 24 EXHIBIT A AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION DECLASSIFYING THE BOARD OF DIRECTORS NOW, THEREFORE, BE IT RESOLVED, that Paragraph A of Article VI of the Restated Certificate of Incorporation, as amended, of this Corporation be amended so that in its entirety the said Section A shall read as set forth below: "A. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than ten nor more than fourteen directors, or such greater number as is provided for in the following paragraph. The Board of Directors shall initially consist of fourteen directors, until the exact number is changed from time to time within the foregoing limits by, or in such manner as may be provided in, the By-laws of the Corporation. The directors shall be divided into three classes, consisting initially of four, five and five directors and designated Class I, Class II and Class III, respectively. Each director elected prior to April 26, 1997 shall serve for the term he was elected, such that the term of each director elected at the 1995 annual meeting (Class III) shall end at the annual meeting in 1998, the term of each director elected at the 1996 annual meeting (Class I) shall end at the annual meeting in 1999, and the term of each director elected at the 1997 annual meeting (Class II) shall end at the annual meeting in 2000. Commencing April 26, 1997, the term of each director elected after that date, whether at an annual meeting or to fill a vacancy in the Board of Directors arising for any reason, including an increase in the size of the Board of Directors, shall end at the first annual meeting following his election. Commencing with the annual meeting in 2000, the foregoing classification of the Board of Directors shall cease and all directors shall be of one class and serve for a term ending at the annual meeting following the annual meeting at which the director was elected. In no case will a decrease in the number of directors shorten the term of any incumbent director. Each director shall hold office after the annual meeting at which his term is scheduled to end until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, disqualification or removal from office. Any newly created directorship resulting from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy on the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. "Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the Certificate of Incorporation applicable thereto, and such directors so elected shall be in addition to the number of directors provided for in the preceding paragraph, and shall not be divided into classes pursuant to this Article VI unless expressly provided by such terms." 25 OCCIDENTAL PETROLEUM CORPORATION 10889 Wilshire Boulevard Los Angeles, California 90024 (RECYCLE LOGO) Printed on recycled paper. 26 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 25, 1997, 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 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: Messrs. John S. Chalsty, Arthur Groman, J. Roger Hirl, [ ] [ ] John W. Kluge and Rodolfo Segovia. (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 amendment to the [ ] [ ] [ ] Restated Certificate of Incorporation declassifying the Board of 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 25. DO NOT MAIL. Please see the back of this card for parking instructions. 1081-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 25, 1997, 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: John S. Chalsty, Arthur Groman, J. Roger Hirl, John W. Kluge and Rodolfo Segovia. 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. 1181-B(PSA) (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: Messrs. John S. Chalsty, Arthur Groman, J. Roger Hirl, [ ] [ ] John W. Kluge and Rodolfo Segovia. (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 amendment to the [ ] [ ] [ ] Restated Certificate of Incorporation declassifying the Board of 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. 1081-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 25, 1997, 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: John S. Chalsty, Arthur Groman, J. Roger Hirl, John W. Kluge and Rodolfo Segovia. 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. 1181-C(SIP) (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: Messrs. John S. Chalsty, Arthur Groman, J. Roger Hirl, [ ] [ ] John W. Kluge and Rodolfo Segovia. (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 amendment to the [ ] [ ] [ ] Restated Certificate of Incorporation declassifying the Board of 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. 1081-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 25, 1997, 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: John S. Chalsty, Arthur Groman, J. Roger Hirl, John W. Kluge and Rodolfo Segovia. 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. 1081-F(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: Messrs. John S. Chalsty, Arthur Groman, J. Roger Hirl, [ ] [ ] John W. Kluge and Rodolfo Segovia. (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 amendment to the [ ] [ ] [ ] Restated Certificate of Incorporation declassifying the Board of 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 25, 1997, 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: Messrs. John S. Chalsty, Arthur Groman, J. Roger Hirl, [ ] [ ] John W. Kluge and Rodolfo Segovia. (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 amendment to the [ ] [ ] [ ] Restated Certificate of Incorporation declassifying the Board of 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 ____________________ (VOTING INSTRUCTION CARD FOR THE MIDCON CORPORATION SAVINGS PLAN) OCCIDENTAL PETROLEUM CORPORATION ANNUAL MEETING OF STOCKHOLDERS TO THE TRUSTEE OF THE MIDCON CORPORATION SAVINGS PLAN: I acknowledge receipt of the Notice of Annual Meeting of Stockholders of Occidental Petroleum Corporation to be held on April 25, 1997, 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 MidCon 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: John S. Chalsty, Arthur Groman, J. Roger Hirl, John W. Kluge and Rodolfo Segovia. 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 MIDCON CORPORATION SAVINGS PLAN WILL BY 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. 1181-D(MSA) (REVERSE SIDE OF VOTING INSTRUCTION CARD FOR THE MIDCON CORPORATION SAVINGS PLAN) The shares represented by the 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: [ ] [ ] Messrs. John S. Chalsty, Arthur Groman, J. Roger Hirl, John W. Kluge and Rodolfo Segovia. (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. ITEM 3 The proposal to approve the amendment to the [ ] [ ] [ ] Restated Certificate of Incorporation declassifying the Board of 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. 1181-D(MSA) (LOGO) OCCIDENTAL PETROLEUM CORPORATION 10889 WILSHIRE BOULEVARD LOS ANGELES, CALIFORNIA 90024 DR. RAY R. IRANI CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER March 17, 1997 Dear Savings Plan Participant: I am pleased to enclose a notice and proxy statement for our annual meeting to be held on April 25, 1997, 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. 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 annual report will not be included 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 AND CHIEF EXECUTIVE OFFICER March 17, 1997 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 25, 1997, 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. 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 AND CHIEF EXECUTIVE OFFICER March 17, 1997 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 25, 1997, 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. 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. (LOGO) OCCIDENTAL PETROLEUM CORPORATION 10889 WILSHIRE BOULEVARD LOS ANGELES, CALIFORNIA 90024 DR. RAY R. IRANI CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER March 17, 1997 Dear MidCon Savings Plan Participant: I am pleased to enclose a notice and proxy statement for our annual meeting to be held on April 25, 1997, together with a voting instruction card. I sincerely hope that, as an Occidental stockholder through the MidCon 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. R. R. IRANI P.S. Many of you own shares of Occidental stock other than through the MidCon Savings 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.