<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1996
 
                                                     REGISTRATION NO. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
                          ---------------------------
                                    Form S-8
 
                             REGISTRATION STATEMENT
 
                                     UNDER
 
                           THE SECURITIES ACT OF 1933
                          ---------------------------
 
                          CHEMICAL BANKING CORPORATION
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                                <C>
                     DELAWARE                                          13-2624428
          (State or other jurisdiction of                (I.R.S. Employer Identification Number)
          incorporation or organization)
</TABLE>
 
                   270 Park Avenue, New York, New York 10017
              (Address of principal executive offices) (Zip Code)
                          ---------------------------
 
             THE THRIFT-INCENTIVE PLAN OF THE CHASE MANHATTAN BANK
                             (NATIONAL ASSOCIATION)
                           (Full Title of the Plans)
 
                          ---------------------------
 
                            William H. McDavid, Esq.
                          Chemical Banking Corporation
 
                   270 Park Avenue, New York, New York 10017
                    (Name and address of agent for service)
 
                                 (212) 270-6000
                    (Telephone number, including area code,
                             of agent for service)
 
                                   Copies to:
 
<TABLE>
<S>                                                <C>
                  Peter J. Tobin                                  Jeremiah Thomas, Esq.
           Chemical Banking Corporation                        Simpson Thacher & Bartlett
                  270 Park Avenue                                 425 Lexington Avenue
             New York, New York 10017                           New York, New York 10017
</TABLE>
 
                          ---------------------------
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<S>                             <C>                 <C>                    <C>                    <C>
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum       Proposed maximum
Title of securities to be           Amount to be      offering price per     aggregate offering        Amount of
registered                           registered              share                  price           registration fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value
  $1.00 per share(1)(2).........       520,000             $71.25(3)           $37,050,000(3)          $12,775.86
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Includes Junior participating Preferred Stock purchase rights. Purchase
    rights for units of Junior Participating Preferred Stock will not be
    evidenced separately from the Common Stock.
 
(2) Represents Common stock issuable under The Thrift-Incentive Plan of The
    Chase Manhattan Bank (National Association).
    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to The Thrift-Incentive Plan of The Chase
    Manhattan Bank (National Association).
 
(3) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
    maximum offering price per share and the proposed maximum aggregate offering
    price are based upon the average of the high and low prices of the Common
    Stock on the New York Stock Exchange Composite Transactions Tape on March
    25, 1996.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2
 
                                     PART I
 
Item 1. Plan Information
 
     Not required to be filed with this Registration Statement.
 
Item 2. Registrant Information and Employee Plan Annual Information
 
     Not required to be filed with this Registration Statement.
 
                                    PART II
 
Item 3. Incorporation of Documents by Reference
 
     The following documents filed with the Securities and Exchange Commission
by Chemical Banking Corporation (the "Company") or The Thrift-Incentive Plan of
The Chase Manhattan Bank (National Association) (the "TIP Plan") are
incorporated by reference into this Registration Statement:
 
          (i) The Company's Annual Report on Form 10-K for the year ended
     December 31, 1995;
 
          (ii) The Company's Current Reports on Form 8-K dated January 12, 1996,
     January 18, 1996, January 19, 1996, February 5, 1996 and March 25, 1996;
 
          (iii) The TIP Plan's Annual Report on Form 11-K for the year ended
     December 31, 1994; and
 
          (iv) The description of the Common Stock, par value $1.00 per share
     ("Common Stock"), of the Company and the purchase rights for units of
     Junior Participating Preferred Stock set forth in the Company's
     Registration Statements filed pursuant to Section 12 of the Exchange Act
     and any amendment or report filed for the purpose of updating such
     descriptions.
 
     All documents subsequently filed by the Company and the TIP Plan pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a posteffective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
 
Item 4. Description of Securities.
 
     Not applicable.
 
Item 5. Interests of Named Experts and Counsel
 
     Not applicable.
 
Item 6. Indemnification of Directors and Officers
 
     Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a derivative action by or in the right of such
corporation) who is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation in such capacity for
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement
 
                                        1
<PAGE>   3
 
actually and reasonably incurred in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
 
     The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
 
     The DGCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its By-Laws, disinterested directors' vote, stockholders' vote,
agreement or otherwise.
 
     The DGCL also provides corporations with the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in a similar capacity for another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him or her in any
such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
as described above.
 
     The Restated Certificate of Incorporation of the Company provides that, to
the fullest extent that the DGCL as from time to time in effect permits the
limitation or elimination of the liability of directors, no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
 
     The Company's Restated Certificate of Incorporation empowers the Company to
indemnify any director, officer, employee or agent of the Company or any other
person who is serving at the Company's request in any such capacity with another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, an employee benefit plan) to the fullest extent permitted
under the DGCL as from time to time in effect, and any such indemnification may
continue as to any person who has ceased to be a director, officer, employee or
agent and may inure to the benefit of the heirs, executors and administrators of
such a person.
 
     The Company's Restated Certificate of Incorporation also empowers the
Company by action of its Board of Directors, notwithstanding any interest of the
directors in the action, to purchase and maintain insurance in such amounts as
the Board of Directors deems appropriate to protect any director, officer,
employee or agent of the Company or any other person who is serving at the
Company's request in any such capacity with another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, an
employee benefit plan) against any liability asserted against him or incurred by
him in any such capacity arising out of his status as such (including, without
limitation, expenses, judgments, fines (including any excise taxes assessed on a
person with respect to any employee benefit plan) and amounts paid in
settlement) to the fullest extent permitted under the DGCL as from time to time
in effect, whether or not the Company would have the power or be required to
indemnify any such individual under the terms of any agreement or by-law or the
DGCL.
 
     In addition, the Company's By-laws require indemnification to the fullest
extent permitted under applicable law, as from time to time in effect. The
By-laws provide a clear and unconditional right to indemnification for expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, to the
extent permitted by law, any derivative action) by reason of the fact that such
person is or was serving as a director, officer, employee or agent of the
Company or, at the request of the Company, of another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, an
employee benefit plan). The By-laws specify that the right to indemnification so
provided is a contract right, set forth certain procedural and evidentiary
standards applicable to the enforcement of a claim under the By-laws, entitle
the persons to be indemnified to be reimbursed for the expenses of prosecuting
any such claim against the Company and entitle them to have all expenses
incurred in advance of the final disposition of a proceeding paid by the
Company. Such provisions, however, are intended to be in furtherance and not in
limitation of the general right to indemnification provided in the By-laws,
which right of indemnification and of advancement of expenses is not exclusive.
 
                                        2
<PAGE>   4
 
     The Company's By-laws also provide that the Company may enter into
contracts with any director, officer, employee or agent of the Company in
furtherance of the indemnification provisions in the By-laws, as well as create
a trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure payment of amounts indemnified.
 
Item 7. Exemption from Registration Claimed
 
     Not Applicable.
 
Item 8. Exhibits
 
<TABLE>
    <S>      <C>
    4.1      Restated Certificate of Incorporation of Chemical Banking Corporation
             (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K
             dated December 31, 1993 of Chemical Banking Corporation)
    4.2      Certificate of Designations of the Adjustable Rate Cumulative Preferred Stock,
             Series L, of Chemical Banking Corporation (incorporated by reference to Exhibit
             2 of the Registration Statement on Form 8-A of Chemical Banking Corporation
             dated June 6, 1994)
    4.3      By-Laws of Chemical Banking Corporation, as amended (incorporated by reference
             to Exhibit 3.2 of the Annual Report on Form 10-K dated December 31, 1993 of
             Chemical Banking Corporation)
    4.4      Rights Agreement, dated as of April 13, 1989, between Chemical Banking
             Corporation and Chemical Bank (as successor rights agent to Harris Trust Company
             of New York) (incorporated by reference to Exhibit 4 to the Registration
             Statement on Form 8-A of Chemical Banking Corporation dated April 13, 1989)
    4.5      Form of Restated Certificate of Incorporation of The Chase Manhattan Corporation
             (incorporated by reference to Exhibit 5 of the Registration Statement on Form
             8-A dated March 13, 1996 of Chemical Banking Corporation (with respect to common
             stock subscription warrants))
    5        Opinion of Simpson Thacher & Bartlett regarding the legality of securities being
             issued
    23.1     Consent of Price Waterhouse as to the financial statements of Chemical Banking
             Corporation
    23.2     Consent of KPMG Peat Marwick LLP as to the financial statements of The
             Thrift-Incentive Plan of The Chase Manhattan Bank (National Association)
    23.3     Consent of Simpson Thacher & Bartlett (contained in exhibit 5)
    24       Powers of Attorney
</TABLE>
 
     The TIP Plan has been submitted to the Internal Revenue Service and the
Registrant undertakes that after the date hereof any amendment to the TIP Plan
will be filed with the Internal Revenue Service in a timely manner and that the
Registrant will make any changes required by the Internal Revenue Service in
order to qualify the TIP Plan.
 
Item 9. Undertakings.
 
     (a)     The undersigned registrant hereby undertakes:
 
          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement;
 
                (i) To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;
 
                (ii) To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
 
                                        3
<PAGE>   5
 
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement;
 
               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement.
 
              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
              apply if the registration statement is on Form S-3, Form S-8 or
              Form F-3, and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              registrant pursuant to Section 13 or 15(d) of the Securities
              Exchange Act of 1934 that are incorporated by reference in the
              registration statement.
 
          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.
 
          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.
 
     (b)     The undersigned registrant hereby undertakes that, for purposes of
             determining any liability under the Securities Act of 1933, each
             filing of the registrant's annual report pursuant to Section 13(a)
             or Section 15(d) of the Securities Exchange Act of 1934 (and, where
             applicable, each filing of an employee benefit plan's annual report
             pursuant to Section 15(d) of the Securities Exchange Act of 1934)
             that is incorporated by reference in the registration statement
             shall be deemed to be a new registration statement relating to the
             securities offered therein, and the offering of such securities at
             that time shall be deemed to be the initial bona fide offering
             thereof.
 
     (c)     Insofar as indemnification for liabilities arising under the
             Securities Act of 1933 may be permitted to directors, officers and
             controlling persons of the registrant pursuant to the foregoing
             provisions, or otherwise, the registrant has been advised that in
             the opinion of the Securities and Exchange Commission such
             indemnification is against public policy as expressed in the Act
             and is, therefore, unenforceable. In the event that a claim for
             indemnification against such liabilities (other than the payment by
             the registrant of expenses incurred or paid by a director, officer
             or controlling person of the registrant in the successful defense
             of any action, suit or proceeding) is asserted by such director,
             officer or controlling person in connection with the securities
             being registered, the registrant will, unless in the opinion of its
             counsel the matter has been settled by controlling precedent,
             submit to a court of appropriate jurisdiction the question whether
             such indemnification by it is against public policy as expressed in
             the Act and will be governed by the final adjudication of such
             issue.
 
                                        4
<PAGE>   6
 
                                   SIGNATURES
 
     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York City, State of New York, on March 29, 1996.
 
                                          CHEMICAL BANKING CORPORATION
 
                                          By  /s/ John B. Wynne
                                              ---------------------------
                                             (John B. Wynne, Secretary)
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                  Signature                                      Title                         Date
---------------------------------------------    -------------------------------------    ---------------
<S>                                              <C>                                      <C>
                          *                      Chairman, Chief Executive Officer and     March 29, 1996
              Walter V. Shipley                                Director
                                                     (Principal Executive Officer)
                          *                             President and Director             March 29, 1996
              Edward D. Miller
                          *                                    Director                    March 29, 1996
            Frank A. Bennack, Jr.
                          *                                    Director                    March 29, 1996
             Michel C. Bergerac
                          *                                    Director                    March 29, 1996
             Randolph W. Bromery
                          *                                    Director                    March 29, 1996
           Charles W. Duncan, Jr.
                          *                                    Director                    March 29, 1996
              Melvin R. Goodes
                          *                                    Director                    March 29, 1996
               George V. Grune
                          *                                    Director                    March 29, 1996
          William B. Harrison, Jr.
</TABLE>
 
                                        5
<PAGE>   7
 
<TABLE>
<CAPTION>
                  Signature                                      Title                         Date
---------------------------------------------    -------------------------------------    ---------------
<S>                                              <C>                                      <C>
                          *                                    Director                    March 29, 1996
               Harold S. Hook
                          *                                    Director                    March 29, 1996
              Helene L. Kaplan
                          *                                    Director                    March 29, 1996
             J. Bruce Llewellyn
                          *                                    Director                    March 29, 1996
              John P. Mascotte
                          *                                    Director                    March 29, 1996
            John F. McGillicuddy
                          *                                    Director                    March 29, 1996
              Andrew C. Sigler
                          *                                    Director                    March 29, 1996
              Michael I. Sovern
                          *                                    Director                    March 29, 1996
              John R. Stafford
                          *                                    Director                    March 29, 1996
               W. Bruce Thomas
                          *                                    Director                    March 29, 1996
             Marina v.N. Whitman
                          *                                    Director                    March 29, 1996
               Richard D. Wood
                          *                            Executive Vice President            March 29, 1996
               Peter J. Tobin                         and Chief Financial Officer
                                                     (Principal Financial Officer)
                          *                                   Controller                   March 29, 1996
             Joseph L. Sclafani                     (Principal Accounting Officer)
</TABLE>
 
---------------
 
*  John B. Wynne hereby signs this Registration Statement on March 29, 1996, on
   behalf of each of the above-named Directors and Officers of the Registrant
   above whose typed names asterisks appear, pursuant to powers of attorney
 
                                        6
<PAGE>   8
 
     duly executed by such Directors and Officers and filed with the Securities
     and Exchange Commission as exhibits to this Registration Statement.
 
                                                /s/  John B. Wynne
 
                                          ------------------------------
                                                  John B. Wynne
                                                 Attorney-in-fact
 
The TIP Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Trustees (or other persons who administer the TIP Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on March 29, 1996.
 
                                          THE THRIFT-INCENTIVE PLAN OF THE
                                          CHASE MANHATTAN BANK (NATIONAL
                                          ASSOCIATION)
 
                                          By:  /s/  John J. Farrell
 
                                            ------------------------------------
                                            Name:  John J. Farrell
                                            Title:   Plan Administrator
 
                                        7
<PAGE>   9
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
Exhibit                                                                               Page
Number                                   Description                                   No.
------     ------------------------------------------------------------------------  -------
<C>        <S>                                                                       <C>
  4.1      Restated Certificate of Incorporation of Chemical Banking Corporation
           (incorporated by reference to Exhibit 3.1 of the Annual Report on Form
           10-K dated December 31, 1993 of Chemical Banking Corporation)
  4.2      Certificate of Designations of the Adjustable Rate Cumulative Preferred
           Stock, Series L, of Chemical Banking Corporation (incorporated by
           reference to Exhibit 2 of the Registration Statement on Form 8-A of
           Chemical Banking Corporation dated June 6, 1994)
  4.3      By-Laws of Chemical Banking Corporation, as amended (incorporated by
           reference to Exhibit 3.2 of the Annual Report on Form 10-K dated
           December 31, 1993 of Chemical Banking Corporation)
  4.4      Rights Agreement, dated as of April 13, 1989, between Chemical Banking
           Corporation and Chemical Bank (as successor rights agent to Harris Trust
           Company of New York) (incorporated by reference to Exhibit 4 to the
           Registration Statement on Form 8-A of Chemical Banking Corporation dated
           April 13, 1989)
  4.5      Form of Restated Certificate of Incorporation of The Chase Manhattan
           Corporation (incorporated by reference to Exhibit 5 of the Registration
           Statement on Form 8-A dated March 13, 1996 of Chemical Banking
           Corporation (with respect to common stock subscription warrants))
  5        Opinion of Simpson Thacher & Bartlett regarding the legality of
           securities being issued
 23.1      Consent of Price Waterhouse as to financial statements of Chemical
           Banking Corporation
 23.2      Consent of KPMG Peat Marwick LLP as to the financial statements of The
           Thrift-Incentive Plan of The Chase Manhattan Bank (National Association)
 23.3      Consent of Simpson Thacher & Bartlett (contained in exhibit 5)
 24        Powers of Attorney
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "CHEMICAL BANKING CORPORATION", "secsgml_size_bytes": 30007}]
{"company-data": {"conformed-name": "CHEMICAL BANKING CORP", "cik": "0000019617", "assigned-sic": "6022", "irs-number": "132624428", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02073", "film-number": "96542008"}, "business-address": {"street1": "270 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2122706000"}, "former-company": {"former-conformed-name": "CHEMICAL NEW YORK CORP", "date-changed": "19880508"}}
1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1996
 
                                                     REGISTRATION NO. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
                          ---------------------------
                                    Form S-8
 
                             REGISTRATION STATEMENT
 
                                     UNDER
 
                           THE SECURITIES ACT OF 1933
                          ---------------------------
 
                          CHEMICAL BANKING CORPORATION
             (Exact name of Registrant as specified in its charter)
DELAWARE                                          13-2624428
          (State or other jurisdiction of                (I.R.S. Employer Identification Number)
          incorporation or organization)
270 Park Avenue, New York, New York 10017
              (Address of principal executive offices) (Zip Code)
                          ---------------------------
 
             THE THRIFT-INCENTIVE PLAN OF THE CHASE MANHATTAN BANK
                             (NATIONAL ASSOCIATION)
                           (Full Title of the Plans)
 
                          ---------------------------
 
                            William H. McDavid, Esq.
                          Chemical Banking Corporation
 
                   270 Park Avenue, New York, New York 10017
                    (Name and address of agent for service)
 
                                 (212) 270-6000
                    (Telephone number, including area code,
                             of agent for service)
 
                                   Copies to:
Peter J. Tobin                                  Jeremiah Thomas, Esq.
           Chemical Banking Corporation                        Simpson Thacher & Bartlett
                  270 Park Avenue                                 425 Lexington Avenue
             New York, New York 10017                           New York, New York 10017
---------------------------
                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum       Proposed maximum
Title of securities to be           Amount to be      offering price per     aggregate offering        Amount of
registered                           registered              share                  price           registration fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value
  $1.00 per share(1)(2).........       520,000             $71.25(3)           $37,050,000(3)          $12,775.86
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
(1) Includes Junior participating Preferred Stock purchase rights. Purchase
    rights for units of Junior Participating Preferred Stock will not be
    evidenced separately from the Common Stock.
 
(2) Represents Common stock issuable under The Thrift-Incentive Plan of The
    Chase Manhattan Bank (National Association).
    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to The Thrift-Incentive Plan of The Chase
    Manhattan Bank (National Association).
 
(3) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
    maximum offering price per share and the proposed maximum aggregate offering
    price are based upon the average of the high and low prices of the Common
    Stock on the New York Stock Exchange Composite Transactions Tape on March
    25, 1996.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
 
                                     PART I
 
Item 1. Plan Information
 
     Not required to be filed with this Registration Statement.
 
Item 2. Registrant Information and Employee Plan Annual Information
 
     Not required to be filed with this Registration Statement.
 
                                    PART II
 
Item 3. Incorporation of Documents by Reference
 
     The following documents filed with the Securities and Exchange Commission
by Chemical Banking Corporation (the "Company") or The Thrift-Incentive Plan of
The Chase Manhattan Bank (National Association) (the "TIP Plan") are
incorporated by reference into this Registration Statement:
 
          (i) The Company's Annual Report on Form 10-K for the year ended
     December 31, 1995;
 
          (ii) The Company's Current Reports on Form 8-K dated January 12, 1996,
     January 18, 1996, January 19, 1996, February 5, 1996 and March 25, 1996;
 
          (iii) The TIP Plan's Annual Report on Form 11-K for the year ended
     December 31, 1994; and
 
          (iv) The description of the Common Stock, par value $1.00 per share
     ("Common Stock"), of the Company and the purchase rights for units of
     Junior Participating Preferred Stock set forth in the Company's
     Registration Statements filed pursuant to Section 12 of the Exchange Act
     and any amendment or report filed for the purpose of updating such
     descriptions.
 
     All documents subsequently filed by the Company and the TIP Plan pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a posteffective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
 
Item 4. Description of Securities.
 
     Not applicable.
 
Item 5. Interests of Named Experts and Counsel
 
     Not applicable.
 
Item 6. Indemnification of Directors and Officers
 
     Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a derivative action by or in the right of such
corporation) who is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation in such capacity for
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement
 
                                        1
3
 
actually and reasonably incurred in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of such
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
 
     The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
 
     The DGCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its By-Laws, disinterested directors' vote, stockholders' vote,
agreement or otherwise.
 
     The DGCL also provides corporations with the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in a similar capacity for another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him or her in any
such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
as described above.
 
     The Restated Certificate of Incorporation of the Company provides that, to
the fullest extent that the DGCL as from time to time in effect permits the
limitation or elimination of the liability of directors, no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
 
     The Company's Restated Certificate of Incorporation empowers the Company to
indemnify any director, officer, employee or agent of the Company or any other
person who is serving at the Company's request in any such capacity with another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, an employee benefit plan) to the fullest extent permitted
under the DGCL as from time to time in effect, and any such indemnification may
continue as to any person who has ceased to be a director, officer, employee or
agent and may inure to the benefit of the heirs, executors and administrators of
such a person.
 
     The Company's Restated Certificate of Incorporation also empowers the
Company by action of its Board of Directors, notwithstanding any interest of the
directors in the action, to purchase and maintain insurance in such amounts as
the Board of Directors deems appropriate to protect any director, officer,
employee or agent of the Company or any other person who is serving at the
Company's request in any such capacity with another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, an
employee benefit plan) against any liability asserted against him or incurred by
him in any such capacity arising out of his status as such (including, without
limitation, expenses, judgments, fines (including any excise taxes assessed on a
person with respect to any employee benefit plan) and amounts paid in
settlement) to the fullest extent permitted under the DGCL as from time to time
in effect, whether or not the Company would have the power or be required to
indemnify any such individual under the terms of any agreement or by-law or the
DGCL.
 
     In addition, the Company's By-laws require indemnification to the fullest
extent permitted under applicable law, as from time to time in effect. The
By-laws provide a clear and unconditional right to indemnification for expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any person in connection with any
threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, to the
extent permitted by law, any derivative action) by reason of the fact that such
person is or was serving as a director, officer, employee or agent of the
Company or, at the request of the Company, of another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, an
employee benefit plan). The By-laws specify that the right to indemnification so
provided is a contract right, set forth certain procedural and evidentiary
standards applicable to the enforcement of a claim under the By-laws, entitle
the persons to be indemnified to be reimbursed for the expenses of prosecuting
any such claim against the Company and entitle them to have all expenses
incurred in advance of the final disposition of a proceeding paid by the
Company. Such provisions, however, are intended to be in furtherance and not in
limitation of the general right to indemnification provided in the By-laws,
which right of indemnification and of advancement of expenses is not exclusive.
 
                                        2
4
 
     The Company's By-laws also provide that the Company may enter into
contracts with any director, officer, employee or agent of the Company in
furtherance of the indemnification provisions in the By-laws, as well as create
a trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure payment of amounts indemnified.
 
Item 7. Exemption from Registration Claimed
 
     Not Applicable.
 
Item 8. Exhibits
4.1      Restated Certificate of Incorporation of Chemical Banking Corporation
             (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K
             dated December 31, 1993 of Chemical Banking Corporation)
    4.2      Certificate of Designations of the Adjustable Rate Cumulative Preferred Stock,
             Series L, of Chemical Banking Corporation (incorporated by reference to Exhibit
             2 of the Registration Statement on Form 8-A of Chemical Banking Corporation
             dated June 6, 1994)
    4.3      By-Laws of Chemical Banking Corporation, as amended (incorporated by reference
             to Exhibit 3.2 of the Annual Report on Form 10-K dated December 31, 1993 of
             Chemical Banking Corporation)
    4.4      Rights Agreement, dated as of April 13, 1989, between Chemical Banking
             Corporation and Chemical Bank (as successor rights agent to Harris Trust Company
             of New York) (incorporated by reference to Exhibit 4 to the Registration
             Statement on Form 8-A of Chemical Banking Corporation dated April 13, 1989)
    4.5      Form of Restated Certificate of Incorporation of The Chase Manhattan Corporation
             (incorporated by reference to Exhibit 5 of the Registration Statement on Form
             8-A dated March 13, 1996 of Chemical Banking Corporation (with respect to common
             stock subscription warrants))
    5        Opinion of Simpson Thacher & Bartlett regarding the legality of securities being
             issued
    23.1     Consent of Price Waterhouse as to the financial statements of Chemical Banking
             Corporation
    23.2     Consent of KPMG Peat Marwick LLP as to the financial statements of The
             Thrift-Incentive Plan of The Chase Manhattan Bank (National Association)
    23.3     Consent of Simpson Thacher & Bartlett (contained in exhibit 5)
    24       Powers of Attorney
The TIP Plan has been submitted to the Internal Revenue Service and the
Registrant undertakes that after the date hereof any amendment to the TIP Plan
will be filed with the Internal Revenue Service in a timely manner and that the
Registrant will make any changes required by the Internal Revenue Service in
order to qualify the TIP Plan.
 
Item 9. Undertakings.
 
     (a)     The undersigned registrant hereby undertakes:
 
          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement;
 
                (i) To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;
 
                (ii) To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
 
                                        3
5
 
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement;
 
               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement.
 
              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
              apply if the registration statement is on Form S-3, Form S-8 or
              Form F-3, and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              registrant pursuant to Section 13 or 15(d) of the Securities
              Exchange Act of 1934 that are incorporated by reference in the
              registration statement.
 
          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.
 
          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.
 
     (b)     The undersigned registrant hereby undertakes that, for purposes of
             determining any liability under the Securities Act of 1933, each
             filing of the registrant's annual report pursuant to Section 13(a)
             or Section 15(d) of the Securities Exchange Act of 1934 (and, where
             applicable, each filing of an employee benefit plan's annual report
             pursuant to Section 15(d) of the Securities Exchange Act of 1934)
             that is incorporated by reference in the registration statement
             shall be deemed to be a new registration statement relating to the
             securities offered therein, and the offering of such securities at
             that time shall be deemed to be the initial bona fide offering
             thereof.
 
     (c)     Insofar as indemnification for liabilities arising under the
             Securities Act of 1933 may be permitted to directors, officers and
             controlling persons of the registrant pursuant to the foregoing
             provisions, or otherwise, the registrant has been advised that in
             the opinion of the Securities and Exchange Commission such
             indemnification is against public policy as expressed in the Act
             and is, therefore, unenforceable. In the event that a claim for
             indemnification against such liabilities (other than the payment by
             the registrant of expenses incurred or paid by a director, officer
             or controlling person of the registrant in the successful defense
             of any action, suit or proceeding) is asserted by such director,
             officer or controlling person in connection with the securities
             being registered, the registrant will, unless in the opinion of its
             counsel the matter has been settled by controlling precedent,
             submit to a court of appropriate jurisdiction the question whether
             such indemnification by it is against public policy as expressed in
             the Act and will be governed by the final adjudication of such
             issue.
 
                                        4
6
 
                                   SIGNATURES
 
     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York City, State of New York, on March 29, 1996.
 
                                          CHEMICAL BANKING CORPORATION
 
                                          By  /s/ John B. Wynne
                                              ---------------------------
                                             (John B. Wynne, Secretary)
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                      Title                         Date
---------------------------------------------    -------------------------------------    ---------------
*                      Chairman, Chief Executive Officer and     March 29, 1996
              Walter V. Shipley                                Director
                                                     (Principal Executive Officer)
                          *                             President and Director             March 29, 1996
              Edward D. Miller
                          *                                    Director                    March 29, 1996
            Frank A. Bennack, Jr.
                          *                                    Director                    March 29, 1996
             Michel C. Bergerac
                          *                                    Director                    March 29, 1996
             Randolph W. Bromery
                          *                                    Director                    March 29, 1996
           Charles W. Duncan, Jr.
                          *                                    Director                    March 29, 1996
              Melvin R. Goodes
                          *                                    Director                    March 29, 1996
               George V. Grune
                          *                                    Director                    March 29, 1996
          William B. Harrison, Jr.
5
7
Signature                                      Title                         Date
---------------------------------------------    -------------------------------------    ---------------
*                                    Director                    March 29, 1996
               Harold S. Hook
                          *                                    Director                    March 29, 1996
              Helene L. Kaplan
                          *                                    Director                    March 29, 1996
             J. Bruce Llewellyn
                          *                                    Director                    March 29, 1996
              John P. Mascotte
                          *                                    Director                    March 29, 1996
            John F. McGillicuddy
                          *                                    Director                    March 29, 1996
              Andrew C. Sigler
                          *                                    Director                    March 29, 1996
              Michael I. Sovern
                          *                                    Director                    March 29, 1996
              John R. Stafford
                          *                                    Director                    March 29, 1996
               W. Bruce Thomas
                          *                                    Director                    March 29, 1996
             Marina v.N. Whitman
                          *                                    Director                    March 29, 1996
               Richard D. Wood
                          *                            Executive Vice President            March 29, 1996
               Peter J. Tobin                         and Chief Financial Officer
                                                     (Principal Financial Officer)
                          *                                   Controller                   March 29, 1996
             Joseph L. Sclafani                     (Principal Accounting Officer)
---------------
 
*  John B. Wynne hereby signs this Registration Statement on March 29, 1996, on
   behalf of each of the above-named Directors and Officers of the Registrant
   above whose typed names asterisks appear, pursuant to powers of attorney
 
                                        6
8
 
     duly executed by such Directors and Officers and filed with the Securities
     and Exchange Commission as exhibits to this Registration Statement.
 
                                                /s/  John B. Wynne
 
                                          ------------------------------
                                                  John B. Wynne
                                                 Attorney-in-fact
 
The TIP Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Trustees (or other persons who administer the TIP Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on March 29, 1996.
 
                                          THE THRIFT-INCENTIVE PLAN OF THE
                                          CHASE MANHATTAN BANK (NATIONAL
                                          ASSOCIATION)
 
                                          By:  /s/  John J. Farrell
 
                                            ------------------------------------
                                            Name:  John J. Farrell
                                            Title:   Plan Administrator
 
                                        7
9
 
                                 EXHIBIT INDEX
Exhibit                                                                               Page
Number                                   Description                                   No.
------     ------------------------------------------------------------------------  -------
4.1      Restated Certificate of Incorporation of Chemical Banking Corporation
           (incorporated by reference to Exhibit 3.1 of the Annual Report on Form
           10-K dated December 31, 1993 of Chemical Banking Corporation)
  4.2      Certificate of Designations of the Adjustable Rate Cumulative Preferred
           Stock, Series L, of Chemical Banking Corporation (incorporated by
           reference to Exhibit 2 of the Registration Statement on Form 8-A of
           Chemical Banking Corporation dated June 6, 1994)
  4.3      By-Laws of Chemical Banking Corporation, as amended (incorporated by
           reference to Exhibit 3.2 of the Annual Report on Form 10-K dated
           December 31, 1993 of Chemical Banking Corporation)
  4.4      Rights Agreement, dated as of April 13, 1989, between Chemical Banking
           Corporation and Chemical Bank (as successor rights agent to Harris Trust
           Company of New York) (incorporated by reference to Exhibit 4 to the
           Registration Statement on Form 8-A of Chemical Banking Corporation dated
           April 13, 1989)
  4.5      Form of Restated Certificate of Incorporation of The Chase Manhattan
           Corporation (incorporated by reference to Exhibit 5 of the Registration
           Statement on Form 8-A dated March 13, 1996 of Chemical Banking
           Corporation (with respect to common stock subscription warrants))
  5        Opinion of Simpson Thacher & Bartlett regarding the legality of
           securities being issued
 23.1      Consent of Price Waterhouse as to financial statements of Chemical
           Banking Corporation
 23.2      Consent of KPMG Peat Marwick LLP as to the financial statements of The
           Thrift-Incentive Plan of The Chase Manhattan Bank (National Association)
 23.3      Consent of Simpson Thacher & Bartlett (contained in exhibit 5)
 24        Powers of Attorney