July 1, 2019

Vicki Hollub
President and Chief Executive Officer
Occidental Petroleum Corporation
5 Greenway Plaza, Suite 110
Houston, TX 77046

       Re: Occidental Petroleum Corporation
           Registration Statement on Form S-4
           Filed June 7, 2019
           File No. 333-232001

Dear Ms. Hollub:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-4 filed June 7, 2019

Unaudited Pro Forma Condensed Combined Financial Data, page 131

1.     Expand the disclosure under the fifth bullet point to explain how the
maturities on the new
       indebtedness ranging "from one to 30" years described under the bullet
point are
       consistent with the disclosure under the caption "Financing of the
Merger and Treatment
       of Existing Debt", provided on page 16, which appears to indicate
shorter maturities.
Notes to Pro Forma Financial Statements
Pro Forma Adjustment (e), page 143

2.     Expand your disclosure in pro forma adjustment (e)(i) to explain how the
estimated
       average annual interest rate of 4.3% assumed on the new indebtedness of
$21.8 billion
       was determined.
 Vicki Hollub
FirstName LastNameVicki Hollub
Occidental Petroleum Corporation
Comapany NameOccidental Petroleum Corporation
July 1, 2019
Page 2
July 1, 2019 Page 2
FirstName LastName
3.       Provide us a supplemental analysis that shows, in reasonable detail,
how the pro forma
         interest expense and amortization on the new debt is approximately
$154 million and $615
         million for the three months ended March 31, 2019 and for the year
ended December 31,
         2018, has been calculated.
Pro Forma Adjustment (f), page 143

4.       Pro forma adjustment (d) indicates that the fair value adjustments to
Anadarko's property,
         plant and equipment, intangible assets, and debt were $38,839 million,
$2,335 million,
         and $(2,133) million, respectively. Expand the disclosure under note
(f) to reconcile the
         adjustments shown under that note to the amounts reflected in note
(d).
General

5.       Consistent with the requirements of Item 103 of Regulation S-K and
pursuant to Item
         10(a) of Form S-4, please revise your disclosure to describe any
pending
         material litigation relating to the merger transaction. In that
regard, we note the lawsuit
         filed on May 30, 2019, in the Court of Chancery of the State of
Delaware seeking to
         inspect Occidental's books and records. In your related Rule 425
submission on May 30,
         you state that you "will respond in due course." We also note your
risk factor disclosure at
         page 34 captioned: "Potential litigation against Occidental and
Anadarko could result in
         an injunction preventing the completion of the merger or a judgment
resulting in the
         payment of damages."
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Vicki Hollub
Occidental Petroleum Corporation
July 1, 2019
Page 3

        You may contact Jeannette H. Wong, Staff Accountant, at (202) 551-2137
or Brad
Skinner, Senior Assistant Chief Accountant, at (202) 551-3489 if you have
questions regarding
comments on the financial statements and related matters. Please contact Anuja
A. Majmudar,
Attorney-Advisor, at (202) 551-3844 or, in her absence, Timothy S. Levenberg,
Special Counsel,
at (202) 551-3707 with any other questions.



                                                          Sincerely,
FirstName LastNameVicki Hollub
                                                          Division of
Corporation Finance
Comapany NameOccidental Petroleum Corporation
                                                          Office of Natural
Resources
July 1, 2019 Page 3
cc:       Allie Wein
FirstName LastName