SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                    FORM 8-K/A

                         AMENDMENT NO. 1 TO CURRENT REPORT

                          Pursuant to Section 13 of 15(d)
                      of the Securities Exchange Act of 1934

                 Date of Report (Date of earliest event reported):
                                  August 1, 1994


                               CHEVRON CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

     Delaware                    1-368-2                       94-0890210
  -----------------       ------------------------       ---------------------
  (State or other         (Commission File Number)       (I.R.S. Employer No.)
  jurisdiction of
  incorporation)

    225 Bush Street, San Francisco, CA                          94104
  ----------------------------------------               ---------------------
  (Address of principal executive offices)                   (Zip Code)

            Registrant's telephone number, including area code:
                              (415) 894-7700


  Item 5.   Other Events.
            ------------

            On August 11, 1994, Chevron filed a Form 8-K which contained, as
            Exhibit 99.1, the August 1, 1994 First Supplemental Indenture to
            the May 15, 1987 original Indenture between Chevron Capital U.S.A.
            Inc., Chevron Corporation, and The Chase Manhattan Bank (National
            Association). Chevron is filing as part of this Amendment No. 1 on
            Form 8-K/A a revised page 28 to Exhibit 99.1 which corrects the
            list of authorized officers eligible to sign on behalf of Chevron
            Capital U.S.A., Inc. and Chevron Corporation.

  Item 7.   Financial Statements and Exhibits.

            (c)   Exhibits.

                  99.1     Revised page 28 to the First Supplemental Indenture
                           dated August 1, 1994.



                                 SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.

           Dated: August 16, 1994

                                            CHEVRON CORPORATION



                                            By      H.P. WALKER
                                              ------------------------
                                                    H.P. Walker
                                                 Assistant Secretary

                    SECTION 5.03.   Execution in Counterparts.   This First
          Supplemental  Indenture   may  be  simultaneously   executed  and
          delivered  in any number of  counterparts, each of  which when so
          executed and delivered shall be deemed to be an original.


                    IN WITNESS  WHEREOF,  CHEVRON CAPITAL  U.S.A. INC.  has
          caused  this  First  Supplemental  Indenture  to  be  signed  and
          acknowledged by its President or  any one of its  Vice-Presidents
          or any one  of its Assistant  Treasurers and CHEVRON  CORPORATION
          has  caused this First Supplemental Indenture to be signed by its
          Chairman of the Board or one of the Vice-Chairmen of the Board or
          one of its Vice-Presidents  or its Assistant Treasurer, Financing
          and Strategy and THE  CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
          has caused  this First  Supplemental Indenture to  be signed  and
          acknowledged  by  one  of  its Vice-Presidents  or  Second  Vice-
          Presidents and by one of its Assistant Secretaries, all as of the
          day and year first written above.

                                        CHEVRON CAPITAL U.S.A. INC.


                                        By      /s/ R.F. Dautel
                                           -----------------------------

                                        CHEVRON CORPORATION



                                        By      /s/ H.B. Sheppard
                                           -----------------------------

                                        THE CHASE MANHATTAN BANK
                                          (NATIONAL ASSOCIATION),

                                        as Trustee



                                        By       /s/ J.D. Heaney
                                           -----------------------------
                                                  Vice-President



                                        By       /s/ Mary Leewicki
                                           -----------------------------
                                                Assistant Secretary




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