EXHIBIT 10.46

                        OCCIDENTAL PETROLEUM CORPORATION
                        2001 INCENTIVE COMPENSATION PLAN
               PERFORMANCE-BASED STOCK AWARD TERMS AND CONDITIONS
                          (DEFERRED ISSUANCE OF SHARES)



DATE OF GRANT:                JANUARY 1, 2004

TARGET PERFORMANCE SHARES:    SEE "SHARES GRANTED/AWARDED"
                              (GRANT ACKNOWLEDGMENT SCREEN)

PERFORMANCE PERIOD:           JANUARY 1, 2004 THROUGH DECEMBER 31, 2007


These TERMS AND CONDITIONS (these "Terms and Conditions") are set forth as of
the Date of Grant between OCCIDENTAL PETROLEUM CORPORATION, a Delaware
corporation ("Occidental") and, with its subsidiaries, (the "Company"), and
Grantee.

1.   GRANT OF TARGET PERFORMANCE SHARES. In accordance with these Terms and
Conditions and the Occidental Petroleum Corporation 2001 Incentive Compensation
Plan, as amended from time to time (the "Plan"), Occidental grants to the
Grantee as of the Date of Grant, the right to receive in Common Shares up to
200% of the number of Target Performance Shares. For the purposes of these Terms
and Conditions, "Target Performance Shares" means a bookkeeping entry that
records the equivalent of Common Shares awarded pursuant to Section 4.2 of the
Plan that is payable upon the achievement of the Performance Goals. Target
Performance Shares are not Common Shares and have no voting rights or, except as
stated in Section 6, dividend rights.

2.   RESTRICTIONS ON TRANSFER. Neither these Terms and Conditions nor any right
to receive Common Shares pursuant to these Terms and Conditions may be
transferred or assigned by the Grantee other than (i) to a beneficiary
designated on a form approved by the Company (if permitted by local law), by
will or, if the Grantee dies without designating a beneficiary of a valid will,
by the laws of descent and distribution, or (ii) pursuant to a domestic
relations order, if applicable, (if approved or ratified by the Administrator).

3.   PERFORMANCE GOALS. The Performance Goal for the Performance Period is a
peer company comparison based on Total Shareholder Return, as set forth on
Exhibit 1. Total Shareholder Return shall be calculated for each peer company
using the average of its last reported sale price per share of common stock on
the New York Stock Exchange - Composite Transactions for the last ten trading
days of 2003 and the average of its last reported sale price per share of common
stock on the New York Stock Exchange - Composite Transactions for the last ten
trading days of 2007. In addition to the Company, the peer companies are:
Amerada Hess Corporation, Anadarko Petroleum Corporation, Burlington Resources
Inc., ChevronTexaco Corp., ConocoPhillips, Kerr-McGee Corporation, and Unocal
Corporation. If a peer company ceases to be a publicly-traded company at any
time during the Performance Period or the Administrator determines pursuant to
Section 7 of these Terms and Conditions to reflect a change in circumstances
with respect to any peer company, then such company will be removed as a peer
company and the achievement of the Performance Goal will be determined with
respect to the remaining peer companies as set forth on Exhibit 1.

4.   VESTING AND FORFEITURE OF COMMON SHARES. (a) The Grantee must remain in the
continuous employ of the Company through the last day of the Performance Period
to receive


2004 PSA - OPC
<PAGE>


Common Shares. The continuous employment of the Grantee will not be deemed to
have been interrupted by reason of the transfer of the Grantee's employment
among the Company and its affiliates or an approved leave of absence. However,
if, prior to the end of the Performance Period, the Grantee dies or becomes
permanently disabled while in the employ of the Company, retires under a
Company-sponsored retirement plan or with the consent of the Company, or
terminates employment for the convenience of the Company (each of the foregoing,
a "Forfeiture Event"), then the number of Target Performance Shares upon which
the Grantee's award is based will be reduced on a pro rata basis based upon the
number of days remaining in the Performance Period following the date of the
Forfeiture Event.

     (b)  The Grantee's right to receive Common Shares in an amount not to
exceed 200% of the Target Performance Shares, rounded up to the nearest whole
share, will be based and become nonforfeitable upon, the Administrator's
certification of the attainment of the Performance Goals.

     (c)  For the purposes of Section 4(b), if prior to the end of the
Performance Period, the Grantee transfers his employment among the Company and
its affiliates, the number of Common Shares attained by the Grantee shall be
determined by assessing the level of achievement of the Performance Goals
certified by the Administrator for each employing entity and multiplying the
number of Target Performance Shares attainable at such level by a fraction equal
to the number of months in the Performance Period that the Grantee worked for
the entity divided by the total number of months in the Performance Period.

     (d)  Notwithstanding Section 4(b), if a Change in Control Event occurs
prior to the end of the Performance Period, the Grantee's right to receive
Common Shares equal to the number of Target Performance Shares (as adjusted for
any Forfeiture Event pursuant to Section 4(a)) will become nonforfeitable. The
right to receive Common Shares in excess of the number of Target Performance
Shares (as adjusted for any Forfeiture Event pursuant to Section 4(a)) will be
forfeited.

5.   PAYMENT OF AWARDS. The Common Shares covered by these Terms and Conditions
or any prorated portion thereof shall be issued to the Grantee as promptly as
practicable after the Administrator's certification of the attainment of the
Performance Goals or the Change in Control Event, as the case may be.

6.   CREDITING AND PAYMENT OF DIVIDEND EQUIVALENTS. With respect to the number
of Target Performance Shares listed above, the Grantee will be credited on the
books and records of Occidental with an amount (the "Dividend Equivalent") equal
to the amount per share of any cash dividends declared by the Board on the
outstanding Common Shares during the period beginning on the Date of Grant and
ending with respect to any portion of the Target Performance Shares covered by
these Terms and Conditions on the date on which the Grantee's right to receive
such portion becomes nonforfeitable, or, if earlier, the date on which the
Grantee forfeits the right to receive such portion. Occidental will pay in cash
to the Grantee an amount equal to the Dividend Equivalents credited to such
Grantee as promptly as may be practicable after the Grantee has been credited
with a Dividend Equivalent.

7.   ADJUSTMENTS. (a) The number or kind of shares of stock covered by these
Terms and Conditions may be adjusted as the Administrator determines pursuant to
Section 6.2 of the Plan in order to prevent dilution or expansion of the
Grantee's rights under these Terms and Conditions as a result of events such as
stock dividends, stock splits or other changes in the


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capital structure of Occidental, or any merger, consolidation, spin-off,
liquidation or other corporate transaction having a similar effect. If any such
adjustment occurs, the Company will give the Grantee written notice of the
adjustment.

     (b)  In addition, the Administrator may adjust the Performance Goal or
other features of this Grant as permitted by Section 4.2.3 of the Plan.

8.   NO EMPLOYMENT CONTRACT. Nothing in these Terms and Conditions confers upon
the Grantee any right with respect to continued employment by the Company, nor
limits in any manner the right of the Company to terminate the employment or
adjust the compensation of the Grantee.

9.   TAXES AND WITHHOLDING. The Grantee is responsible for any federal, state,
local or foreign tax, including income tax, social insurance, payroll tax,
payment on account or other tax-related withholding with respect to the grant of
Target Performance Shares (including the grant, the vesting, the receipt of
Common Shares, the sale of Common Shares and the receipt of dividends or
dividend equivalents, if any). If the Company must withhold any tax in
connection with the issuance of any Common Shares or the payment of any other
consideration pursuant to the grant of Target Performance Shares (other than the
payment of Dividend Equivalents), the Grantee shall satisfy all or any part of
any such withholding obligation by surrendering to the Company a portion of the
Common Shares (or other securities) that are issued or transferred to the
Grantee pursuant to these Terms and Conditions. Any Common Shares (or other
securities) so surrendered by the Grantee shall be credited against the
Grantee's withholding obligation at their Fair Market Value on the date of
surrender to the Company. If the Company must withhold any tax in connection
with granting or vesting of Target Performance Shares or the payment of Dividend
Equivalents pursuant to this grant of Target Performance Shares, the Grantee by
acknowledging these Terms and Conditions agrees that, so long as the Grantee is
an employee of the Company for tax purposes, all or any part of any such
withholding obligation shall be deducted from the Grantee's wages or other cash
compensation (including regular pay). The Grantee shall pay to the Company any
amount that cannot be satisfied by the means previously described.

10.  COMPLIANCE WITH LAW. The Company will make reasonable efforts to comply
with all applicable federal, state and foreign securities laws; however, the
Company will not issue any Common Shares or other securities pursuant to these
Terms and Conditions if their issuance would result in a violation of any such
law.

11.  RELATION TO OTHER BENEFITS. The benefits received by the Grantee under
these Terms and Conditions will not be taken into account in determining any
benefits to which the Grantee may be entitled under any profit sharing,
retirement or other benefit or compensation plan maintained by the Company,
including the amount of any life insurance coverage available to any beneficiary
of the Grantee under any life insurance plan covering employees of the Company.
Additionally, the Target Performance Shares are not part of normal or expected
compensation or salary for any purposes, including, but not limited to
calculation of any severance, resignation, termination, redundancy, end of
service payments, bonuses or long-service awards. This grant of Target
Performance Shares does not create any contractual or other right to receive
future grants of Target Performance Shares, or benefits in lieu of Target
Performance Shares, even if Grantee has a history of receiving Target
Performance Shares or other stock awards.


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<PAGE>


12.  AMENDMENTS. The Plan may be modified, amended, suspended or terminated by
the Company at any time, as provided in the Plan. Any amendment to the Plan will
be deemed to be an amendment to these Terms and Conditions to the extent it is
applicable to these Terms and Conditions; however, no amendment will adversely
affect the rights of the Grantee under these Terms and Conditions without the
Grantee's consent.

13.  SEVERABILITY. If one or more of the provisions of these Terms and
Conditions is invalidated for any reason by a court of competent jurisdiction,
the invalidated provisions shall be deemed to be separable from the other
provisions of these Terms and Conditions, and the remaining provisions of these
Terms and Conditions will continue to be valid and fully enforceable.

14.  RELATION TO PLAN; INTERPRETATION. These Terms and Conditions are subject to
the terms and conditions of the Plan. In the event of any inconsistent
provisions between these Terms and Conditions and the Plan, the provisions of
the Plan control. Capitalized terms used in these Terms and Conditions without
definition have the meanings assigned to them in the Plan. References to
Sections are to Sections of these Terms and Conditions unless otherwise noted.

15.  SUCCESSORS AND ASSIGNS. Subject to Sections 2 and 4, the provisions of
these Terms and Conditions shall be for the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and assigns of the
Grantee, and the successors and assigns of the Company.

16.  GOVERNING LAW. The laws of the State of Delaware govern the interpretation,
performance, and enforcement of these Terms and Conditions.

17.  PRIVACY RIGHTS. By accepting this award, the Grantee explicitly and
unambiguously consents to the collection, use and transfer, in electronic or
other form, of the Grantee's personal data as described in these Terms and
Conditions by and among, as applicable, the Company and its affiliates for the
exclusive purpose of implementing, administering and managing the Grantee's
participation in the Plan. The Company holds or may receive from any agent
designated by the Company certain personal information about the Grantee,
including, but not limited to, the Grantee's name, home address and telephone
number, date of birth, social insurance number or other identification number,
salary, nationality, job title, any shares of stock or directorships held in
Occidental, details of this Target Performance Share award or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in the Grantee's favor, for the purpose of implementing,
administering and managing the Plan, including complying with applicable tax and
securities laws ("Data"). Data may be transferred to any third parties assisting
in the implementation, administration and management of the Plan. These
recipients may be located in the Grantee's country or elsewhere, and may have
different data privacy laws and protections than the Grantee's country. By
accepting these Terms and Conditions, the Grantee authorizes the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes described above. The Grantee may, at any time, view Data,
request additional information about the storage and processing of Data, require
any necessary amendments to Data or refuse or withdraw the consents herein, in
any case without cost, by contacting the Administrator in writing. Refusing or
withdrawing consent may affect the Grantee's ability to participate in the Plan.


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18.  ELECTRONIC DELIVERY. The Company may, in its sole discretion, decide to
deliver any documents related to this Target Performance Share award granted
under the Plan or future awards that may be granted under the Plan (if any) by
electronic means or to request the Grantee's consent to participate in the Plan
by electronic means. The Grantee hereby consents to receive such documents by
electronic delivery and, if requested, to participate in the Plan through an
on-line or electronic system established and maintained by the Company or
another third party designated by the Company.

19.  GRANTEE'S REPRESENTATIONS AND RELEASES. By accepting this award, the
Grantee acknowledges that the Grantee has read these Terms and Conditions and
understands that (i) the grant of this Target Performance Share award is made
voluntarily by Occidental in its discretion with no liability on the part of any
of its direct or indirect subsidiaries and that, if the Grantee is not an
employee of Occidental, the Grantee is not, and will not be considered, an
employee of Occidental but the Grantee is a third party (employee of a
subsidiary) to whom this Target Performance Share award is granted; (ii) the
Grantee's participation in the Plan is voluntary; (iii) the future value of any
Common shares issued pursuant to this Target Performance Share award cannot be
predicted and Occidental does not assume liability in the event such Common
Shares have no value in the future; and, (iv) subject to the terms of any tax
equalization agreement between the Grantee and the entity employing the Grantee,
the Grantee will be solely responsible for the payment or nonpayment of taxes
imposed or threatened to be imposed by any authority of any jurisdiction.

In consideration of the grant of this Target Performance Share award, no claim
or entitlement to compensation or damages shall arise from termination of this
Target Performance Share award or diminution in value of this Target Performance
Share award or Common Shares issued pursuant to this Target Performance Share
award resulting from termination of the Grantee's employment by the Company (for
any reason whatsoever and whether or not in breach of local labor laws) and the
Grantee irrevocably releases the Company from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, then, by accepting these Terms and Conditions, the
Grantee shall be deemed irrevocably to have waived his or her entitlement to
pursue such claim.


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<PAGE>


                                    EXHIBIT 1

                         2004 GRANT TO OPC PARTICIPANTS

 (% of Number of Target Shares of Performance Stock that become Nonforfeitable
 based on Comparison of Total Shareholder Return for the Peer Companies for the
                              Performance Period)

<TABLE>
<CAPTION>
---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------
 Ranking       8 COS.       7 COS.       6 COS.       5 COS.       4 COS.       3 COS.       2 COS.
---------    ---------    ---------    ---------    ---------    ---------    ---------    ---------
<S>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
    1           200%         200%         200%         200%         200%         200%           *
    2           167%         167%         150%         150%         133%         100%           0%
    3           133%         133%         100%         100%          67%           0%
    4           100%         100%         100%          50%           0%
    5           100%          67%          50%           0%
    6            67%          33%           0%
    7            33%           0%
    8             0%
</TABLE>

     *  Subject to Committee Discretion.


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