Item 8.01. Other Events.

On August 3, 2020, Occidental Petroleum Corporation (the "Company") distributed 114,734,500 warrants (the "Warrants") to purchase an equivalent number of shares (the "Shares") of the Company's common stock, par value $0.20 per share (the "Common Stock") to the holders of record of outstanding shares of Common Stock as of the close of business on July 6, 2020 (the "Distribution"). The Company will also issue an additional number of Warrants pursuant to the Company's outstanding equity-based incentive awards in connection with anti-dilution adjustments resulting from such Distribution. Each Warrant represents the right to purchase from the Company one share of Common Stock at an initial exercise price of $22.00 per share.

In connection with the Distribution of the Warrants, the Company filed (i) a prospectus supplement, dated August 3, 2020, pursuant to the Company's existing effective shelf registration statement on Form S-3 (File No. 333-232928) registering the offer and sale of up to 118,000,000 Shares to be issued upon exercise of the Warrants under the Securities Act of 1933, as amended (the "Securities Act") and (ii) a prospectus supplement, dated August 3, 2020, pursuant to the Company's existing effective shelf registration statement on Form S-3 (File No. 333-232928) registering the offer and sale of 3,000 Warrants (the "Tax Warrants") under the Securities Act, all or a portion of which will be sold by Equiniti Trust Company, as Withholding Agent, to satisfy U.S. federal income tax withholding obligations with respect to the Distribution.

A copy of the validity opinion in respect of the Shares to be issued upon exercise of the Warrants is attached hereto as Exhibit 5.1 and incorporated herein by reference. A copy of the validity opinion in respect of the Tax Warrants and underlying shares is attached hereto as Exhibit 5.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



  5.1       Opinion of Cravath, Swaine & Moore LLP regarding the validity of the
            Shares.

  5.2       Opinion of Cravath, Swaine & Moore LLP regarding the validity of the Tax
            Warrants.

  23.1      Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).

  23.2      Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.2).

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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