UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                  FORM 8-K

                               CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

               Date of Report (Date of earliest event reported):
                               October 28, 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.
           ------------

              Effective May 11, 1994, the registrant's common stock was split
           2-for-1 by consent of stockholders.  Earnings per share, restated
           for the effect of the split, are listed in the following table:


                         EARNINGS PER SHARE OF COMMON STOCK
                         ----------------------------------

                          Nine Months Ended
                              September 30,
                                (Unaudited)            Year-ended December 31,
                          -----------------  ---------------------------------
                             1994      1993   1993   1992   1991   1990   1989
                          -------   -------  -----  -----  -----  -----  -----
Income before cumulative
 effects of changes in
  accounting principles     $1.64     $1.49  $1.94  $3.26  $1.85  $3.05  $ .37

Cumulative effect of
  changes in accounting
    principles                  -         -      -   (.95)     -      -      -

Net Income per share of
  common stock              $1.64     $1.49  $1.94  $2.31  $1.85  $3.05  $ .37


              The Report of Independent Accountants, updated for the effect of
           the stock split, is included as Exhibit 99.



Item 7.    Financial Statements and Exhibits.

           (c) Exhibits.

               23. Consent of Independent Accountants, dated October 28, 1994.

               99. Report of Independent Accountants, dated February 25, 1994,
                   except as to the first paragraph of Item 5 of this Form 8-K
                   which is as of May 11, 1994.




                               SIGNATURE

         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: October 28, 1994

                                                   CHEVRON CORPORATION



                                                 By  /s/  M.J. McAULEY
                                                     -------------------
                                                         M.J. McAuley
                                                           Secretary

                                                                Exhibit 23




                     CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 (No. 2-98466) and
Form S-8 (Nos. 33-3899, 33-34039 and 33-35283) of Chevron Corporation, and to
the incorporation by reference in the Prospectus constituting part of the
Registration Statement on Form S-3 (No. 33-14307) of Chevron Capital U.S.A.
Inc. and Chevron Corporation, and to the incorporation by reference in the
Registration Statement on Form S-3 (No. 33-58838) of Chevron Canada Finance
Limited and Chevron Corporation, and to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on Form S-8
(No. 2-90907) of Caltex Petroleum Corporation of our report dated February 25,
1994 except as to the restated earnings per share amounts included in Item 5
of this Form 8-K, which is as of May 11, 1994, appearing as Exhibit 99 of this
Form 8-K.  We also consent to the incorporation by reference of our report on
the Financial Statement Schedules which appears on page 35 of Chevron
Corporation's 1993 Annual Report on Form 10-K.



PRICE WATERHOUSE LLP

San Francisco, California
October 28, 1994

                                                                 Exhibit 99




                      REPORT OF INDEPENDENT ACCOUNTANTS


To the Stockholders and 
     Board of Directors of Chevron Corporation


In our opinion, the consolidated financial statements appearing on pages 38
through 53 of the 1993 Annual Report to the Stockholders of Chevron
Corporation and the restated earnings per share amounts included in Item 5 of
this Form 8-K, present fairly, in all material respects, the financial
position of Chevron Corporation and its subsidiaries at December 31, 1993 and
1992, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles.  These financial statements are the
responsibility of the company's management; our responsibility is to express
an opinion on these financial statements based on our audits.  We conducted
our audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for the opinion expressed
above.

As discussed in Note 2 to the consolidated financial statements, effective
January 1, 1992, the company changed its methods of accounting for
postretirement benefits other than pensions and for income taxes.



PRICE WATERHOUSE LLP

San Francisco, California
February 25, 1994 except as to the 
  restated earnings per share amounts 
  included in Item 5 of this Form 8-K,
  which is as of May 11, 1994.