Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LAWRENCE BRYAN H
   2. Issuer Name and Ticker or Trading Symbol
VINTAGE PETROLEUM INC [VPI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O YORKTOWN PARTNERS LLC, 410 PARK AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
01/30/2006
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/30/2006   D   50,861 D (1) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 10.205 01/30/2006   D     10,000 05/12/2004 05/11/2013 Common Stock 10,000 (2) 0 D  
Stock Option (right to buy) $ 10.205 01/30/2006   D     6,000 05/12/2004 05/11/2013 Common Stock 6,000 (2) 0 D  
Stock Option (right to buy) $ 11.05 01/30/2006   D     5,000 06/14/2005 06/13/2012 Common Stock 5,000 (2) 0 D  
Stock Option (right to buy) $ 12.29 01/30/2006   D     1,000 05/14/2003 05/13/2012 Common Stock 1,000 (2) 0 D  
Stock Option (right to buy) $ 19.075 01/30/2006   D     1,000 05/08/2002 05/07/2011 Common Stock 1,000 (2) 0 D  
Stock Option (right to buy) $ 21.8125 01/30/2006   D     3,000 01/08/2004 01/07/2011 Common Stock 3,000 (2) 0 D  
Stock Option (right to buy) $ 19.5625 01/30/2006   D     4,000 07/06/2003 07/05/2010 Common Stock 4,000 (2) 0 D  
Stock Option (right to buy) $ 22.9375 01/30/2006   D     1,000 05/09/2001 05/08/2010 Common Stock 1,000 (2) 0 D  
Stock Option (right to buy) $ 11.4375 01/30/2006   D     5,000 05/11/2000 05/10/2009 Common Stock 5,000 (2) 0 D  
Stock Option (right to buy) $ 11.4375 01/30/2006   D     1,000 05/11/2000 05/10/2009 Common Stock 1,000 (2) 0 D  
Stock Option (right to buy) $ 19.2813 01/30/2006   D     1,000 05/12/1999 05/11/2008 Common Stock 1,000 (2) 0 D  
Stock Option (right to buy) $ 16.0625 01/30/2006   D     2,000 05/13/1998 05/12/2007 Common Stock 2,000 (2) 0 D  
Stock Option (right to buy) $ 12.7813 01/30/2006   D     2,000 05/14/1997 05/13/2006 Common Stock 2,000 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LAWRENCE BRYAN H
C/O YORKTOWN PARTNERS LLC
410 PARK AVENUE
NEW YORK, NY 10022		   X      

Signatures

 Michael F. Meimerstorf, Attorney-in-Fact for Bryan H. Lawrence   02/01/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to the merger of Vintage Petroleum, Inc. with and into Occidental Transaction 1, LLC, a wholly owned subsidiary of Occidental Petroleum Corporation ("Occidental") (the "Merger"), in exchange for the per share merger consideration consisting of $20.00 in cash and 0.42 of a share of common stock of Occidental. The closing price of Occidental's common stock on the New York Stock Exchange on January 30, 2006, the effective date of the Merger, was $94.47 per share.
(2) This option was cancelled in the Merger in exchange for a cash payment of $57.975 with respect to each share otherwise issuable upon exercise of such option, less the exercise price of such option and any applicable withholding tax.

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