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

                                    Form 8-K

                                 Current Report

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

       Date of Report (Date of earliest event reported): October 15, 1999


                               Chevron Corporation
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

       575 Market Street, San Francisco, CA                       94105
       --------------------------------------                    --------
      (Address of principal executive offices)                  (Zip Code)

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


                                      NONE
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)

Item 7. Financial Statements and Exhibits.

         (c)   Exhibits.

               4.1      First Supplemental Indenture between Chevron Corporation
                        and The Chase Manhattan Bank, as Trustee,  dated October
                        13, 1999.





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                                    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 15, 1999
                                           CHEVRON CORPORATION


                                           By    /s/ S.J. CROWE
                                             ---------------------------------
                                              S. J. Crowe, Comptroller
                                             (Principal Accounting Officer and
                                                  Duly Authorized Officer)





                                                                  Exhibit 4.1
                                                                  -----------

- --------------------------------------------------------------------------------

                          FIRST SUPPLEMENTAL INDENTURE





                                     BETWEEN


                               CHEVRON CORPORATION


                                       and


                      THE CHASE MANHATTAN BANK, As Trustee








                          Dated as of October 13, 1999


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                                TABLE OF CONTENTS



                                   ARTICLE ONE

                                   DEFINITIONS

 Section 1.01.  Definitions........................................1
          Adjusted Treasury Rate...................................2
          First Supplemental Indenture.............................2
          Indenture................................................2
          Original Indenture.......................................2
          Letter of Representation.................................2
          Notes    ................................................2
          Statistical Release......................................2
          Trustee  ................................................3

 Section 1.02.  Other Definitions..................................3

                                             ARTICLE TWO

                                         TERMS OF THE NOTES

 Section 2.01.  Notes Constitute a Series of Securities............3

 Section 2.02.  Terms and Provisions of the Notes..................3

                                            ARTICLE THREE

                                      MISCELLANEOUS PROVISIONS

 Section 3.01.  Provisions of the Original Indenture...............4

 Section 3.02. Separability of Invalid Provisions..................4

 Section 3.03.  Execution in Counterparts..........................4

 Section 3.04.  Effectiveness......................................5

 Signatures........................................................5

 Exhibit A - Form of Notes








                          FIRST SUPPLEMENTAL INDENTURE





         THIS  FIRST  SUPPLEMENTAL  INDENTURE,  dated as of  October  13,  1999,
between CHEVRON CORPORATION,  a Delaware corporation ("Chevron"),  and THE CHASE
MANHATTAN BANK a national  banking  association (as successor to Chemical Bank),
as Trustee (the "Trustee"),


                                   WITNESSETH:


          WHEREAS,  Chevron and the Trustee entered into that certain  indenture
dated as of June 15, 1995 (the "Original Indenture"); and

          WHEREAS,  pursuant  to the  provisions  of  Sections  2.01 and 10.01
of the Original  Indenture, Chevron wishes to enter into this First Supplemental
Indenture to establish  the terms and  provisions of a Series of Securities
(as defined in the Original Indenture); and

          WHEREAS, in compliance with the requirements of the Original
Indenture, Chevron  has  duly   authorized   the  execution  and  delivery  of
this  First Supplemental  Indenture,  and all things  necessary  have been done
to make this First Supplemental Indenture a valid agreement of Chevron in
accordance with its terms:



         NOW THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

         That in  consideration  of the premises,  Chevron  covenants and agrees
with the  Trustee,  for the equal and  proportionate  benefit of the  respective
holders from time to time of the Securities, as follows:


                                   ARTICLE ONE

                                   DEFINITIONS


         Section  1.01.  Definitions.  The terms  defined in this  Section  1.01
shall,  for all purposes of the Original  Indenture and this First  Supplemental
Indenture,  have the  meanings  herein  specified,  unless the  context  clearly
otherwise requires:

                                       1




Adjusted Treasury Rate

         The term "Adjusted Treasury Rate" shall mean (1) the arithmetic mean of
the yields under the heading "Week Ending" published in the Statistical  Release
(hereinafter defined) most recently published prior to the date of determination
under the caption  "Treasury  Constant  Maturities" for the maturity (rounded to
the nearest  month)  corresponding  to the remaining  term, as of the redemption
date, of the Notes being redeemed plus (2) 0.15%. If no maturity set forth under
such  heading  exactly  corresponds  to the  remaining  term of the Notes  being
redeemed,  yields for the two published maturities most closely corresponding to
the remaining  term of the Notes being  redeemed will be calculated as described
in the preceding  sentence,  and the Adjusted Treasury Rate will be interpolated
or extrapolated from such yields on a straight-line basis,  rounding each of the
relevant  period to the  nearest  month.  The  Adjusted  Treasury  Rate is to be
determined on the third Business Day preceding the redemption date.

First Supplemental Indenture

         The  term  "First   Supplemental   Indenture"  shall  mean  this  First
Supplemental  Indenture  dated as of October 13, 1999,  between  Chevron and the
Trustee,  as such is  originally  executed,  or as it may  from  time to time be
supplemented, modified or amended, as provided herein and in the Indenture.

Indenture

         The term  "Indenture"  shall mean the  Indenture,  dated as of June 15,
1995, between Chevron and the Trustee,  as such indenture is supplemented by the
First  Supplemental  Indenture dated as of October 13, 1999, between Chevron and
the Trustee, and as it may from time to time hereafter be further  supplemented,
modified or amended, as provided in the Indenture.

Original Indenture

         The term "Original  Indenture"  shall mean the  Indenture,  dated as of
June 15, 1995, between Chevron and the Trustee, as such Indenture was originally
executed.

Letter of Representation

         The Term "Letter of  Representations"  shall mean, with respect to this
First  Supplemental  Indenture only, the Letter of  Representations  executed in
connection  with the Notes among Chevron,  the Trustee and The Depository  Trust
Company.

Notes

         The term "Notes" shall mean the $500,000,000 in aggregate principal
amount  6 5/8% Notes Due 2004.

Statistical Release

         The term  "Statistical  Release"  shall  mean the  statistical  release
designation  "H.15(519)" or any successor  publication which is published weekly
by the Federal Reserve System and which  establishes  yields on  actively-traded
United States government securities adjusted to constant maturities, or, if such
statistical  release is not published at the time of any determination under the
terms of the Notes, then such other reasonably comparable index as Chevron shall
designate.

                                       2




Trustee

         The term  "Trustee"  shall mean The Chase  Manhattan  Bank,  a New York
banking corporation  (successor to Chemical Bank), until a successor replaces it
pursuant to the applicable  provisions of the Indenture and,  thereafter,  shall
mean such successor.


         Section 1.02.  Other  Definitions.  All of the terms  appearing  herein
shall be  defined  as the same  are now  defined  under  the  provisions  of the
Original Indenture, except when expressly herein otherwise defined.



                                   ARTICLE TWO

                               TERMS OF THE NOTES



         Section 2.01. Notes Constitute a Series of Securities. The Notes are
hereby authorized to be issued under the Indenture as a Series of Securities.
The Notes shall be in the aggregate principal amount of $500,000,000.

         Section 2.02.  Terms and  Provisions  of the Notes.  The Notes shall be
subject to the terms and provisions hereinafter set forth:

         (a) The Notes shall be designated as the 6 5/8% Notes Due 2004.

         (b) The Notes  shall  bear  interest  on the  unpaid  principal  amount
thereof from October 13, 1999.

         (c) The Notes shall mature on October 1, 2004.

         (d) The Notes shall bear  interest at the rate of 6 5/8% per annum,
             payable on April 1, 2000 and on each October 1 and April 1
             thereafter.

         (e) The Notes  shall be  issued  initially  as one or more  Global
             Securities  (the "Global Notes") in registered form registered
             in  the  name  of  the  Depository  or  its  nominee  in  such
             denominations as are required by the Letter of Representations
             and  otherwise  as in  substantially  the  form  set  forth in
             Exhibit A to this First Supplemental Indenture with such minor
             changes  thereto as may be required in the process of printing
             or otherwise  producing the Global Notes but not affecting the
             substance thereof.

         (f) The Depository for the Notes shall be The Depository Trust Company.

         (g) The Global Notes shall be exchangeable for definitive Notes in
             registered form  substantially the same as the Global Notes in
             denominations of $1,000 or any integral  multiple thereof upon
             the  terms  and  in  accordance  with  the  provisions  of the
             Indenture.

                                       3




         (h) The Notes shall be payable (as to both principal and interest)
             when and as the same become due at the office of the  Trustee,
             The Chase Manhattan  Bank;  provided that as long as the Notes
             are in the  form  of one or more  Global  Notes,  payments  of
             interest may be made by wire transfer in  accordance  with the
             provisions  of the  Letter  of  Representations  and  provided
             further,  that upon any exchange of the Global Notes for Notes
             in definitive  form,  Chevron elects to exercise its option to
             have interest payable by check mailed to the registered owners
             at such owners'  addresses as they appear on the Register,  as
             kept by the Trustee on each relevant Record Date.

         (i) The Record Date for the Notes shall be the  fifteenth day preceding
             the relevant interest payment date.

         (j) The Notes  shall be  subject to  redemption,  at the option of
             Chevron,  in  whole or in  part,  at any time at a  redemption
             price equal to the greater of (a) 100% of the principal amount
             of the Notes  being  redeemed  and (b) the sum of the  present
             values of the  remaining  scheduled  payments of principal and
             interest  thereon  (not  including  the  portion  of any  such
             payments  of  interest  accrued  as of the  redemption  date),
             discounted to the redemption date on a semiannual basis at the
             Adjusted  Treasury  Rate,  plus interest  accrued on the Notes
             being redeemed to the redemption date. The redemption price is
             calculated assuming a 360-day year consisting of twelve 30-day
             months.


                                  ARTICLE THREE

                            MISCELLANEOUS PROVISIONS



         Section 3.01.  Provisions of the Original Indenture.  Except insofar as
herein otherwise expressly provided, all the definitions,  provisions, terms and
conditions of the original  Indenture  shall be deemed to be incorporated in and
made a part of this First Supplemental Indenture; and the Original Indenture, as
amended  and  supplemented  by  this  First  Supplemental  Indenture,  is in all
respects  ratified  and  confirmed,  and the Original  Indenture  and this First
Supplemental  Indenture shall be read,  taken and considered as one and the same
instrument.

         Section 3.02.  Separability of Invalid  Provisions.  In case any one or
more of the provisions  contained in this First Supplemental  Indenture shall be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability  shall not affect any other provisions  contained in this First
Supplemental  Indenture,  and to the extent and only to the extent than any such
provision  is  invalid,  illegal  or  unenforceable,   this  First  Supplemental
Indenture  shall be  construed  as if such  provision  had never been  contained
herein.

         Section  3.03.  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.

                                       4




         Section  3.04.  Effectiveness.  The  obligations  of the parties hereto
shall  become  effective as of the date of this First Supplemental Indenture.


         IN WITNESS WHEREOF, CHEVRON CORPORATION,  and THE CHASE MANHATTAN BANK,
have each caused this First Supplemental Indenture to be duly entered into as of
the date first above written.


                                       CHEVRON CORPORATION



                                       By
                                          --------------------------------


                                       THE CHASE MANHATTAN BANK, as Trustee



                                       By
                                          --------------------------------

                                       5




                                    EXHIBIT A

                                  FORM OF NOTES

$000,000,000
                                                           CUSIP


                               CHEVRON CORPORATION

                              6 5/8% NOTE DUE 2004


Unless this Note is presented by an authorized  representative of The Depository
Trust Company,  a New York Corporation  ("DTC"),  to Chevron  Corporation or its
agent for  registration of transfer,  exchange or payment and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized  representative  of DTC (and any payment is made to Cede & Co., or to
such other entity as is requested by an authorized  representative  of DTC), ANY
TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS  WRONGFUL,  inasmuch  as the  registered  owner  hereof,  Cede & Co.,  has an
interest herein.


                  CHEVRON  CORPORATION  (herein  referred  to as  "Chevron"),  a
corporation duly organized and existing under the laws of the State of Delaware,
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of __________Million Dollars ($000,000,000) on October 1, 2004
in lawful money of the United States of America and to pay interest (computed on
the basis of a 360-day year of twelve 30-day months)  thereon in like money from
October 13,  1999 or from the most recent  Interest  Payment  Date  (hereinafter
defined) to which  interest has been paid or duly  provided for until payment of
such principal sum, at the rate of 6 5/8% per annum, payable on each April 1 and
October 1, commencing April 1, 2000 (the "Interest Payment Dates").

                  The  principal   hereof  is  payable  upon   presentation  and
surrender of this Note at the principal  office of The Chase  Manhattan Bank, as
Trustee (herein called the "Trustee"),  in New York, New York.  Interest on this
Note may be  payable  by check or draft  mailed to the person in whose name this
Note is registered at the close of business of the Record Date for such interest
payment at such person's address as it appears on the registration  books of the
Trustee. The Record Date for the Notes is the date which is 15 days prior to the
relevant Interest Payment Date.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE
REVERSE HEREOF,  WHICH FURTHER  PROVISIONS  SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF FULLY SET FORTH AT THIS PLACE.

                  This  Note  shall not be  entitled  to any  benefit  under the
Indenture  (hereinafter defined), or become valid or obligatory for any purpose,
until the Certificate of Authentication hereon endorsed shall have been executed
by manual signature by the Trustee.

                  IN WITNESS WHEREOF,  CHEVRON  CORPORATION has caused this Note
to be  signed  by its  ___________________  manually  or in  facsimile  and  its
corporate  seal to be  imprinted  hereon and attested by the manual or facsimile
signature of its Secretary or an Assistant Secretary.

                                              CHEVRON CORPORATION


                                              By:
                                                 --------------------

   Attest:
           -------------------
           Assistant Secretary

                                       6




Dated: October 13, 1999

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities, of the Series designated herein, described in the
within-mentioned Indenture.

THE CHASE MANHATTAN BANK, as Trustee

By
            Authorized Officer

                                       7





                               CHEVRON CORPORATION
                              6 5/8% NOTE DUE 2004

                  This Note is one of a duly  authorized  issue of securities of
Chevron,  not limited in aggregate  principal amount, all issued or to be issued
in one or more  series  of  varying  dates,  numbers,  interest  rates and other
provisions,  under an  Indenture  dated as of June 15,  1995,  as amended by the
First  Supplemental  Indenture dated as of October 13 1999 (such indenture as so
amended being herein referred to as the "Indenture")  each being between Chevron
and the Trustee. This Note is one of a series of Notes designated as its "6 5/8%
Notes Due 2004" aggregating  $500,000,000 in principal amount (herein called the
"Notes").

                  Reference is hereby made to the Indenture  and all  indentures
supplemental  thereto for a description of the rights,  obligations,  duties and
immunities  thereunder of Chevron,  the Trustee and the holders of the Notes, to
all of the provisions of which Indenture and resolution the registered  owner of
this Note,  by acceptance  hereof,  assents and agrees.  The Indenture  contains
provisions  permitting Chevron and the Trustee,  with the consent of the holders
of not less than a majority  in  aggregate  principal  amount of the  Securities
(which  term is  defined in the  Indenture  as any  security  or  securities  of
Chevron,   authenticated   and  delivered  under  the  Indenture)  at  the  time
Outstanding  (as defined in the  Indenture)  and  affected by such  supplemental
indenture,  to execute one or more  supplemental  indentures  for the purpose of
adding any  provisions  to or changing in any manner or  eliminating  any of the
provisions of the Indenture or of any supplemental  indenture or of modifying in
any manner the rights of the holders of such Securities; provided, however, that
no such supplemental  indenture shall, without the consent of the holder of each
Outstanding  Security  (including the Notes)  affected  thereby:  (1) change the
fixed maturity or redemption date of any Note, or reduce the rate of interest on
any Note or the method of  determining  such rate of interest or extend the time
of payment of interest,  or reduce the principal  amount thereof,  or reduce any
premium  payable on the  redemption  thereof,  or change the coin or currency in
which  the Notes or the  interest  thereon  is  payable  or impair  the right to
institute suit for the  enforcement of any such payment on or after the maturity
thereof,  (2)  reduce the  aforesaid  percentage  of holders of the  Outstanding
Securities  whose  consent is required for the  execution  of such  supplemental
indenture,  or the consent of the  holders of which is  required  for any waiver
provided  for in the  Indenture  or (3) change the time of  payment.  It is also
provided in the Indenture that the holders of a majority in principal  amount of
the Notes may waive (a)  compliance  by Chevron  Corporation  with the covenants
contained in Article Four of the Indenture with respect to the Notes and (b) any
past or existing Event of Default with respect to the Notes and its consequences
except a  continuing  default in the payment of the  principal of or interest on
the Notes or in respect of a covenant or provision of the Indenture which cannot
be modified or amended  without the consent of the registered  owner of the Note
so affected.

                                       8




                  The Notes  shall be  subject  to  redemption  at the option of
Chevron as a whole or in part,  on any date at a  redemption  price equal to the
greater of (a) 100% of the principal  amount of the Notes being redeemed and (b)
the sum of the present values of the remaining  scheduled  payments of principal
and interest thereon (not including the portion of any such payments of interest
accrued as of the  redemption  date),  discounted  to the  redemption  date on a
semiannual basis at the Adjusted  Treasury Rate (as hereinafter  defined),  plus
interest  accrued  on the Notes  being  redeemed  to the  redemption  date.  The
redemption  price is  calculated  assuming a 360-day year  consisting  of twelve
30-day  months.  The "Adjusted  Treasury  Rate" is to be determined on the third
Business Day preceding the redemption  date and means (1) the arithmetic mean of
the yields under the heading "Week Ending" published in the Statistical  Release
(hereinafter defined) most recently published prior to the date of determination
under the caption  "Treasury  Constant  Maturities" for the maturity (rounded to
the nearest  month)  corresponding  to the remaining  term, as of the redemption
date, of the Notes being redeemed plus (2) 0.15%. If no maturity set forth under
such  heading  exactly  corresponds  to the  remaining  term of the Notes  being
redeemed,  yields for the two published maturities most closely corresponding to
the remaining  term of the Notes being  redeemed will be calculated as described
in the preceding  sentence,  and the Adjusted Treasury Rate will be interpolated
or extrapolated from such yields on a straight-line basis,  rounding each of the
relevant period to the nearest month. The term  "Statistical  Release" means the
statistical release designation  "H.15(519)" or any successor  publication which
is published weekly by the Federal Reserve System and which  establishes  yields
on  actively-traded  United States  government  securities  adjusted to constant
maturities,  or, if such statistical release is not published at the time of any
determination  under  the  terms  of  the  Notes,  then  such  other  reasonably
comparable  index as Chevron  shall  designate.  As provided  in the  Indenture,
notice  of  redemption  shall be given to the  registered  owners of Notes to be
redeemed by mailing a notice of such  redemption  not less than 30 nor more than
60 days  prior to the date  fixed for  redemption,  to their  addresses  as they
appear on the register books.

                  If an  Event  of  Default  (as  that  term is  defined  in the
Indenture)  shall occur,  the  principal  of all Notes and the interest  accrued
thereon may be declared due and payable upon the  conditions,  in the manner and
with the effect  provided  in the  Indenture.  The  Indenture  provides  that in
certain  events  such  declaration  and its  consequences  may be  waived by the
holders  of  a  majority  in  aggregate  principal  amount  of  the  Notes  then
Outstanding.

                  The Notes are issuable in registered form in  denominations of
$1,000 and any integral  multiple  thereof.  Notes may be  exchanged  for a like
aggregate amount of Notes of other  authorized  denominations as provided in the
Indenture.  This Note is  transferable at the office of the Trustee in New York,
New York by the registered owner hereof in person, or by such registered owner's
attorney duly authorized in writing, on the books of Chevron at said office, but
only in the manner,  subject to the  limitations and upon payment of the charges
provided in the  Indenture,  and upon surrender and  cancellation  of this Note.
Upon  such  transfer  a  new  fully  registered  Note  or  Notes  of  authorized
denomination or denominations,  for the same aggregate  principal amount will be
issued to the transferee in exchange herefor.

                  Chevron,  the  Trustee and any agent of Chevron or the Trustee
and any paying agent may treat the registered owner hereof as the absolute owner
of this Note (whether or not this Note shall be overdue and  notwithstanding any
notation of ownership or other writing  hereon made by anyone other than Chevron
or the Trustee) for the purpose of receiving payment hereof or on account hereof
and for all other purposes,  and none of Chevron,  the Trustee or any such agent
shall be affected by notice to the contrary.

                  THIS  NOTE  AND THE  OBLIGATIONS  OF  CHEVRON  CORPORATION  IN
RESPECT  HEREOF ARE GOVERNED BY AND SHALL BE CONSTRUED  IN  ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK.

                  No recourse  shall be had for the payment of the  principal of
or the  interest on this Note or for any claim based  hereon,  or  otherwise  in
respect  hereof,  or based on or in respect of the  Indenture  or any  indenture
supplemental  thereto,  against  any  incorporator,   stockholder,   officer  or
director,  as such, past,  present or future,  of Chevron or of any successor of
Chevron,  whether by virtue of any  constitution,  statute or rule of law, or by
the  enforcement of any  assessment or penalty or otherwise,  all such liability
being, by the acceptance  hereof and as part of the  consideration for the issue
hereof, expressly waived and released.

                                       9





                              ---------------------

                                  ABBREVIATIONS

                  The following  abbreviations,  when used in the inscription on
the face of this instrument,  shall be construed as though they were written out
in full according to applicable laws or regulations:

         TEN COM --as tenants in common TEN ENT --as  tenants by the  entireties
         JT TEN --as joint tenants with right of
                             survivorship and not as tenants
                             in common

         UNIF GIFT MIN ACT--__________ Custodian _______________
                                 (Cust)                     (Minor)
                                        under Uniform Gifts to Minors
                                        Act ________________________________
                                                     (State)

                  Additional  abbreviations  may also be used  though not in the
above list.

                              ---------------------

                  FOR VALUE RECEIVED the undersigned hereby sell(s),
                  assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

+-------------------------------------------------+
|                                                 |
+-------------------------------------------------+



Please print or typewrite name and address including postal zip code of assignee





the within Note and all rights thereunder, hereby irrevocably

constituting and appointing
attorney to transfer said Note on the books of Chevron,
with full power of substitution in the premises.

Dated: ______________________




         NOTICE:  The signature to this assignment must correspond with the name
as written upon the face of the within instrument in every  particular,  without
alteration or enlargement or any change whatever.