AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1998 REGISTRATION NO. 333-21019 ================================================================================ SECURITIES AND EXCHANGE COMMISSION _______________ POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ OCCIDENTAL PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-4035997 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10889 WILSHIRE BOULEVARD LOS ANGELES, CALIFORNIA 90024 (310) 208-8800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) DONALD P. DE BRIER, ESQ. GENERAL COUNSEL OCCIDENTAL PETROLEUM CORPORATION 10889 WILSHIRE BOULEVARD LOS ANGELES, CALIFORNIA 90024 (310) 443-6176 (Name, address, including zip code, and telephone number, including area code, of agent for service) ================================================================================EXPLANATORY STATEMENT Pursuant to this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (Registration Number 333-21019)(the "Registration Statement"), Occidental Petroleum Corporation deregisters all shares of its common stock, $.20 par value per share, not heretofore deregistered and not previously sold, including those additional shares which became subject to the Registration Statement in February 1997 and are referred to herein as the Adjustment Shares. The reason for deregistration is that all shares which were registered became tradable pursuant to Rule 144 under the Securities Act of 1933, as amended, on August 30, 1997, or in the case of Adjustment Shares, which amount to only 118,275 shares, January 9, 1998. All shares are now being deregistered. The Registration Satement shall have no further force or effect. 1 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on February 12, 1998. OCCIDENTAL PETROLEUM CORPORATION By R. R. IRANI* ------------------------------- Ray R. Irani Chairman of the Board of Directors and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 2 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE --------- ----- RAY R. IRANI* Chairman of the Board of - ----------------------- Directors and Chief Ray R. Irani Executive Officer ANTHONY R. LEACH* Executive Vice President - ----------------------- and Chief Financial Officer Anthony R. Leach SAMUEL P. DOMINICK* Vice President and - ---------------------- Controller (Chief Samuel P. Dominick Accounting Officer) Director - ---------------------- John S. Chalsty EDWARD P. DJEREJIAN* Director - ---------------------- Edward P. Djerejian Director - ---------------------- Albert Gore ARTHUR GROMAN* Director - ---------------------- Arthur Groman J. ROGER HIRL* Director - ---------------------- J. Roger Hirl JOHN W. KLUGE* Director - ---------------------- John W. Kluge II-1 SIGNATURE TITLE --------- ----- DALE R. LAURANCE* Director - --------------------- Dale R. Laurance IRVIN W. MALONEY* Director - --------------------- Irvin W. Maloney GEORGE O. NOLLEY* Director - --------------------- George O. Nolley RODOLFO SEGOVIA* Director - --------------------- Rodolfo Segovia AZIZ D. SYRIANI* Director - --------------------- Aziz D. Syriani ROSEMARY TOMICH* Director - --------------------- Rosemary Tomich *By: D. P. DE BRIER February 12, 1998 -------------------- Donald P. de Brier Attorney-In-Fact II-2