


      As filed with the Securities and Exchange Commission on May 26, 2000

                                                  Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                        OCCIDENTAL PETROLEUM CORPORATION
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)


                   DELAWARE                               95-4035997
        (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)


           10889 WILSHIRE BOULEVARD
           LOS ANGELES, CALIFORNIA                          90024
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)


                        OCCIDENTAL PETROLEUM CORPORATION
              1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                            (FULL TITLE OF THE PLAN)

                    DONALD P. DE BRIER, ESQ., GENERAL COUNSEL
                        OCCIDENTAL PETROLEUM CORPORATION
                            10889 WILSHIRE BOULEVARD
                             LOS ANGELES, CALIFORNIA
                                 (310) 208-8800
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================= ===================== ==================== ====================== =====================
                                                   Proposed              Proposed
                               Amount               Maximum               Maximum
 Title of Securities           to be            Offering Price           Aggregate             Amount of
   to be Registered          Registered          Per Share(1)        Offering Price(1)      Registration Fee
----------------------- --------------------- -------------------- ---------------------- ---------------------
<S>                     <C>                   <C>                  <C>                    <C>
  Common Stock, $.20
 par value (including
   Preferred Stock          100,000 (2)             $23.344             $2,334,400              $616.28
   Purchase Rights)
======================= ===================== ==================== ====================== =====================
</TABLE>
(1)  Estimated pursuant to Rule 457 solely for the purpose of calculating the
     amount of the registration fee based on the average of the high and low
     price for the Common Stock on May 24, 2000.

(2)  Includes an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the plan as the results of any future stock split, stock dividend or
     similar adjustment of the outstanding Common Stock of the Registrant.
<PAGE>

                                     PART II
                                     -------

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference in this
Registration Statement:

     (a)  The Annual Report on Form 10-K of Occidental Petroleum Corporation
("Occidental" or the "Registrant") for the year ended December 31, 1999;

     (b)  (i)  Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2000;

          (ii) Current Reports on Form 8-K, dated January 25, 2000 (filed
January 26, 2000), March 1, 2000 (filed March 2, 2000), March 7, 2000 (filed
March 15, 2000), April 19, 2000 (filed April 20, 2000) and dated March 7, 2000
(filed May 12, 2000); and

     (c)  The description of the Common Stock contained in the Registration
Statement on Form 8-B, dated June 26, 1986 (as amended by Form 8, dated December
22, 1986, Form 8, dated February 3, 1988, Form 8-B/A, dated July 12, 1993, Form
8-B/A, dated March 21, 1994, and Form 8-B/A, dated November 2, 1995 and
including any amendment or report filed for the purpose of updating such
descriptions subsequent to the date of this Registration Statement).

     All documents filed by the Registrant or the Occidental Petroleum
Corporation 1996 Restricted Stock Plan for Non-Employee Directors (the "Plan")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, after the date hereof prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of delivery of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the Common Stock registered pursuant hereto has been passed
upon by Linda S. Peterson, an Assistant General Counsel of the Registrant. Ms.
Peterson beneficially owns, and has rights to acquire under employee stock
options, an aggregate of less than 1% of the outstanding shares of Common Stock
of Occidental.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain

                                       1
<PAGE>

circumstances for liabilities incurred in connection with their activities in
such capacities (including reimbursement for expenses incurred). Occidental's
Restated Certificate of Incorporation, as amended, provides for the elimination
of personal liability of its directors to the full extent permitted by the
Delaware General Corporation Law and Occidental has entered into indemnification
agreements with each director and certain officers providing for additional
indemnification. Article VIII of Occidental's By-laws provides that Occidental
shall indemnify directors and officers under certain circumstances for
liabilities and expenses incurred by reason of their activities in such
capacities. In addition, Occidental has insurance policies that provide
liability coverage to directors and officers while acting in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.


ITEM 8.  EXHIBITS

      3.(i) Restated Certificate of Incorporation of Occidental, dated November
            12, 1999 (incorporated by reference to Exhibit 3.(i) to the Annual
            Report on Form 10-K of Occidental for the fiscal year ended December
            31, 1999).

     3.(ii) By-laws of Occidental, as amended through April 30, 1999 (filed as
            Exhibit 3.(ii) to the Registration Statement on Form S-8 of
            Occidental, File No. 333-78031).

        5.1 Opinion of Linda S. Peterson, Esq.

       23.1 Consent of Linda S. Peterson, Esq. (Included in Exhibit 5.1).

       23.2 Consent of Arthur Andersen LLP.

       24.1 Power of Attorney (Reference is hereby made to page 4).

       99.1 Occidental Petroleum Corporation 1996 Restricted Stock Plan for
            Non-Employee Directors, as amended April 28, 2000 (incorporated by
            reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of
            Occidental for the quarterly period ended March 31, 2000).

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

          1.   To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

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

               (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in

                                       2
<PAGE>

the aggregate, the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

          2.   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          3.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       3
<PAGE>

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Donald
P. de Brier, Robert E. Sawyer and Linda S. Peterson his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all Amendments (including
Post-Effective Amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, here ratifying and confirming all that said attorneys-in-fact and
agents, each acting along, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Occidental
Petroleum Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on May 25,
2000.

                  OCCIDENTAL PETROLEUM CORPORATION


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

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

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

        RAY R. IRANI            Chairman of the Board of            May 26, 2000
---------------------------       Directors and Chief Executive
        Ray R. Irani              Officer


     STEPHEN I. CHAZEN          Executive Vice President -          May 26, 2000
---------------------------       Corporate Development
     Stephen I. Chazen            and Chief Financial Officer


  SAMUEL P. DOMINICK, JR.       Vice President and Controller       May 26, 2000
---------------------------        (Chief Accounting Officer)
  Samuel P. Dominick, Jr.


      RONALD W. BURKLE          Director                            May 26, 2000
---------------------------
      Ronald W. Burkle


      JOHN S. CHALSTY           Director                            May 26, 2000
---------------------------
      John S. Chalsty
<PAGE>

    EDWARD P. DJEREJIAN         Director                            May 26, 2000
---------------------------
    Edward P. Djerejian


       JOHN E. FEICK            Director                            May 26, 2000
---------------------------
       John E. Feick


       J. ROGER HIRL            Director                            May 26, 2000
---------------------------
       J. Roger Hirl


      DALE R. LAURANCE          Director                            May 26, 2000
---------------------------
      Dale R. Laurance


      IRVIN W. MALONEY          Director                            May 26, 2000
---------------------------
      Irvin W. Maloney


      RUDOLFO SEGOVIA           Director                            May 26, 2000
---------------------------
      Rudolfo Segovia


        AZIZ SYRIANI            Director                            May 26, 2000
---------------------------
        Aziz Syriani


      ROSEMARY TOMICH           Director                            May 26, 2000
---------------------------
      Rosemary Tomich
<PAGE>

                                INDEX TO EXHIBITS

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

   3.(i)  Restated Certificate of Incorporation of Occidental, dated November
          12, 1999 (incorporated by reference to Exhibit 3.(i) to the Annual
          Report on Form 10-K of Occidental for the fiscal year ended December
          31, 1999).

   3.(ii) By-laws of Occidental, as amended through April 30, 1999 (filed as
          Exhibit 3.(ii) to the Registration Statement on Form S-8 of
          Occidental, File No. 333-78031).

   5.1    Opinion of Linda S. Peterson, Esq.

  23.1    Consent of Linda S. Peterson, Esq. (Included in Exhibit 5.1).

  23.2    Consent of Arthur Andersen LLP.

  24.1    Power of Attorney (Reference is hereby made to page 4).

  99.1    Occidental Petroleum Corporation 1996 Restricted Stock Plan for
          Non-Employee Directors, as amended April 28, 2000 (incorporated by
          reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of
          Occidental for the quarterly period ended March 31, 2000).
