<PAGE>

     As filed with the Securities and Exchange Commission on February 13, 1998
                                                 Registration No. 333-_____

=============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------
                               CHEVRON CORPORATION
             (Exact name of registrant as specified in its charter)

                Delaware                                 94-0890210
         (State or other juris-                         (I.R.S. Employer
        diction of incorporation)                    Identification No.)

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

         Chevron Corporation 1998 Broad-Based Nonqualified Stock Option
                    Program for U.S. Dollar Payroll Employees
                            (Full title of the plan)
            Lydia I. Beebe                             Copy to:
         Chevron Corporation                         Terry M. Kee
          575 Market Street                          Linda P. Shih
       San Francisco, CA  94105               Pillsbury Madison & Sutro LLP
            (415) 894-7700                           P.O. Box 7880
      (Name, address and telephone           San Francisco, California 94120
       number of agent for service)                  (415) 983-1000


<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

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

                                                        Proposed maximum          Proposed maximum              Amount of
Title of securities                 Amount to be         offering price              aggregate                registration
to be registered                     registered           per share                offering price                  fee
-------------------                --------------       -----------------         ----------------            --------------
<S>                                  <C>                     <C>                       <C>                        <C>       
Common Stock,
  par value $1.50 per share          4,200,000               $76.31               $320,502,000.00               $94,551.19
----------------------------------------------------------------------------------------------------------------------------
Rights to purchase
  Preferred Stock(1)                 4,200,000                N/A                       N/A                       N/A
----------------------------------------------------------------------------------------------------------------------------

Total Registration Fee                  N/A                   N/A                       N/A                     $94,551.19
============================================================================================================================

<FN>

(1) Associated with the Common Stock are Rights to purchase Preferred Stock that
will not be exercisable or evidenced separately from the Common Stock prior to
the occurrence of certain events.


                         ------------------------------
</FN>
</TABLE>

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.


<PAGE>

                                     PART I

Item 1.  Program Information.*


Item 2.  Registrant Information and Employee Program Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.


                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this Registration
Statement:

                  (a)      The Registrant's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1996.

                  (b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarters ended March 31, June 30, and September 30, 1997; the
Registrant's Current Reports on Form 8-K filed on January 24, 1997, June 18,
1997, December 22, 1997, January 29, 1998, and February 3, 1998.

                  (c) The Registrant's By-Laws, as amended July 27, 1994,
containing a description of the common stock, filed as Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter and six month period
ended June 30, 1994; the Rights Agreement dated as of November 22, 1988 between
the Registrant and Manufacturers Hanover Trust Company of California, as Rights
Agent, containing a description of the Rights to purchase Preferred Stock, filed
as Exhibit 4.0 to the Registrant's Current Report on Form 8-K dated November 22,
1988; and Amendment No. 1 dated as of December 7, 1989 to the Rights Agreement
dated as of November 22, 1988 between the Registrant and Manufacturers Hanover
Trust Company of California as Rights Agent, filed as Exhibit 4.0 to the
Registrant's Current Report on Form 8-K dated December 7, 1989.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 shall be
deemed incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents until a post-effective amendment
of this Registration Statement is filed which indicates that all securities
being offered hereby have been sold or which deregisters all securities then
remaining unsold.


Item 4.  Description of Securities.

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.




                                       -2-


<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Article IX of Chevron's restated Certificate of Incorporation provides
as follows:

         "1. A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) pursuant to section 174 of the Corporation Law; or (d) for
any transaction from which the director derived an improper personal benefit.

         2. To the fullest extent authorized by the Corporation Law, the
Corporation shall indemnify any Corporate Servant who was or is a party or is
threatened to be made a party to any proceeding by reason of the fact that such
person was or is a Corporate Servant.

         3. In serving or continuing to serve the Corporation, a Corporate
Servant is entitled to rely and shall be presumed to have relied on the rights
granted pursuant to the foregoing provisions of this Article IX, which shall be
enforceable as contract rights and inure to the benefit of heirs, executors and
administrators of the Corporate Servant; and no repeal or modification of the
foregoing provisions of this Article IX shall adversely affect any right
existing at the time of such repeal or modification.

         4. The Board of Directors is authorized, to the extent permitted by the
Corporation Law, to cause the Corporation to pay expenses incurred by Corporate
Servants in defendant Proceedings and to purchase and maintain insurance on
their behalf whether or not the Corporation would have the power to indemnify
them under the provisions of this Article IX or otherwise.

         5. Any right or privilege conferred by or pursuant to the provisions of
this Article IX shall not be exclusive of any other rights to which any
Corporate Servant may otherwise be entitled.

         6.       As used in this Article IX:

                  (a) `Corporate Servant' means any natural 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 as a director, officer, manager, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust or other organization or enterprise, nonprofit or otherwise, including an
employee benefit plan;

                  (b)      `Corporation Law' means the General Corporation Law 
of the State of Delaware, as from time to time amended;

                  (c) `indemnify' means to hold harmless against expenses
(including attorneys' fees), judgments, fines (including excise taxes assessed
with respect to an employee benefit plan) and amounts paid in settlement
actually and reasonably incurred by the Corporate Servant in connection with a
Proceeding;

                  (d)      `Proceeding' means any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal or 
administrative; and

                  (e)      `request of the Corporation' includes any written 
authorization by an officer of the Corporation."

                  Section 145 of the General Corporation Law of the State of
Delaware, in which Chevron is incorporated, permits, subject to certain
conditions, the indemnification of directors or officers of a Delaware
corporation for expenses (including attorneys' fees), judgments, fines and


                                       -3-

<PAGE>

amounts paid in settlement incurred in connection with the defense of any
action, suit or proceeding in relation to certain matters against them as such
directors or officers.

                  The directors and officers of Chevron are covered by policies
of insurance under which they are insured, within limits and subject to
limitations, against certain expenses in connection with the defense of actions,
suits or proceedings, and certain liabilities which might be imposed as a result
of such actions, suits or proceedings, in which they are parties by reason of
being or having been directors or officers; Chevron is similarly insured with
respect to certain payments it might be required to make to its directors or
officers under the applicable statutes and Chevron's by-law provisions.

Item 7.  Exemption From Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

  Exhibit No.         Description
  ----------          -----------

     4.1              Rights Agreement dated as of November 22, 1988 between 
                      Chevron Corporation and Manufacturers Hanover Trust 
                      Company of California, as Rights Agent, filed as
                      Exhibit 4 to Chevron Corporation's Current Report on 
                      Form 8-K dated November 22, 1988 and incorporated herein 
                      by reference.

     4.2              Amendment No. 1 dated as of December 7, 1989 to Rights 
                      Agreement dated as of November 22, 1988 between Chevron 
                      Corporation and Manufacturers Hanover Trust Company of 
                      California, as Rights Agent, filed as Exhibit 4.0 to 
                      Chevron Corporation's Current Report on Form 8-K, dated 
                      December 7, 1989, and incorporated herein by reference.

     5.1              Opinion regarding legality of the securities being 
                      offered

    23.1              Consent of Pillsbury Madison & Sutro LLP (included in 
                      Exhibit 5.1)

    23.2              Consent of Price Waterhouse LLP

    23.3              Consent of KPMG Peat Marwick LLP

    24.1
     to
    24.15             Powers of Attorney for directors and certain officers of 
                      Chevron Corporation, authorizing the signing of the 
                      registration statement on Form S-8 on their behalf.


Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:

                  (A)      to include any prospectus required by Section 
         10(a)(3) of the Securities Act of 1933;



                                       -4-

<PAGE>



                  (B) 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, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the dollar
         value of securities offered would not exceed that which was registered)
         and any deviation from the low or high end of the estimated maximum
         offering range may be reflected in the form of prospectus filed with
         the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective Registration Statement;

                  (C) 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)(A)
         and (a)(1)(B) do not apply if the information required to be included
         in a post-effective amendment by those paragraphs is contained in
         periodic reports filed by the Registrant pursuant to section 13 or
         section 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 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.



                                       -5-

<PAGE>



                                   SIGNATURES

         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 the City of San Francisco, State of California, on the 12th day of
February 1998.

                                            CHEVRON CORPORATION




                                            By   KENNETH T. DERR*
                                              --------------------------------
                                                 Kenneth T. Derr
                                               Chairman of the Board


                                           *BY    /s/ LYDIA I. BEEBE
                                              --------------------------------
                                                     Lydia I. Beebe
                                                    Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities indicated on the 12th day of February
1998.

Principal Executive Officers (and Directors)

                KENNETH T. DERR*
---------------------------------------------
                Kenneth T. Derr
              Chairman of the Board

               JAMES N. SULLIVAN*
---------------------------------------------
               James N. Sullivan
           Vice-Chairman of the Board


Principal Financial Officer

               MARTIN R. KLITTEN*
---------------------------------------------
               Martin R. Klitten
   Vice-President and Chief Financial Officer


Principal Accounting Officer

                STEPHEN J. CROWE*
---------------------------------------------
                Stephen J. Crowe
                   Comptroller


Directors

               SAMUEL H. ARMACOST*
---------------------------------------------
               Samuel H. Armacost
                    Director



                                       -6-

<PAGE>




                    SAM GINN*
---------------------------------------------
                    Sam Ginn
                    Director

                 CARLA A. HILLS*
---------------------------------------------
                 Carla A. Hills
                    Director

              J. BENNETT JOHNSTON*
---------------------------------------------
              J. Bennett Johnston
                    Director

               RICHARD H. MATZKE*
---------------------------------------------
               Richard H. Matzke
           Vice-President and Director

               CHARLES M. PIGOTT*
---------------------------------------------
               Charles M. Pigott
                    Director

                CONDOLEEZZA RICE*
---------------------------------------------
                Condoleezza Rice
                    Director

                FRANK A. SHRONTZ*
---------------------------------------------
                Frank A. Shrontz
                    Director

                 CHANG-LIN TIEN*
---------------------------------------------
                 Chang-Lin Tien
                    Director

             GEORGE H. WEYERHAEUSER*
---------------------------------------------
             George H. Weyerhaeuser
                    Director

                 JOHN A. YOUNG*
---------------------------------------------
                 John A. Young
                    Director




*By          /s/ LYDIA I. BEEBE
   -----------------------------------------
               Lydia I. Beebe
              Attorney-in-Fact







                                       -7-

<PAGE>

                                INDEX TO EXHIBITS


                                                                 Sequentially
Exhibit Number                                                   Numbered Page
--------------                                                   -------------

    4.1          Rights Agreement dated as of November 22, 1988        -
                 between Chevron Corporation and Manufacturers 
                 Hanover Trust Company of California, as Rights 
                 Agent, filed as Exhibit 4 to Chevron Corporation's 
                 Current Report on Form 8-K dated November 22,
                 1988 and incorporated herein by reference.
                                                        -

    4.2          Amendment No. 1 dated as of December 7, 1989 to       -
                 Rights Agreement dated as of November 22, 1988 
                 between Chevron Corporation and Manufacturers
                 Hanover Trust Company of California, as Rights 
                 Agent, filed as Exhibit 4.0 to Chevron
                 Corporation's Current Report on Form 8-K, dated 
                 December 7, 1989, and incorporated herein by 
                 reference.

    5.1          Opinion regarding legality of the securities         9
                 being offered

   23.1          Consent of Pillsbury Madison & Sutro LLP             -
                 (included in Exhibit 5.1)

   23.2          Consent of Price Waterhouse LLP                      10

   23.3          Consent of KPMG Peat Marwick LLP                     11

   24.1
    to
   24.15         Powers of Attorney for directors and certain         12
                 officers of Chevron Corporation, authorizing
                 the signing of the registration statement on
                 Form S-8 on their behalf.




                                       -8-

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "CHEVRON CORPORATION FORM S-8", "secsgml_size_bytes": 22666}]
{"company-data": {"conformed-name": "CHEVRON CORP", "cik": "0000093410", "assigned-sic": "2911", "irs-number": "940890210", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46261", "film-number": "98537300"}, "business-address": {"street1": "575 MARKET STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "(415) 894-7700"}, "mail-address": {"street1": "575 MARKET STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105"}, "former-company": {"former-conformed-name": "STANDARD OIL CO OF CALIFORNIA", "date-changed": "19840705"}}
As filed with the Securities and Exchange Commission on February 13, 1998
                                                 Registration No. 333-_____

=============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------
                               CHEVRON CORPORATION
             (Exact name of registrant as specified in its charter)

                Delaware                                 94-0890210
         (State or other juris-                         (I.R.S. Employer
        diction of incorporation)                    Identification No.)

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

         Chevron Corporation 1998 Broad-Based Nonqualified Stock Option
                    Program for U.S. Dollar Payroll Employees
                            (Full title of the plan)
            Lydia I. Beebe                             Copy to:
         Chevron Corporation                         Terry M. Kee
          575 Market Street                          Linda P. Shih
       San Francisco, CA  94105               Pillsbury Madison & Sutro LLP
            (415) 894-7700                           P.O. Box 7880
      (Name, address and telephone           San Francisco, California 94120
       number of agent for service)                  (415) 983-1000

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------

                                                        Proposed maximum          Proposed maximum              Amount of
Title of securities                 Amount to be         offering price              aggregate                registration
to be registered                     registered           per share                offering price                  fee
-------------------                --------------       -----------------         ----------------            --------------
Common Stock,
  par value $1.50 per share          4,200,000               $76.31               $320,502,000.00               $94,551.19
----------------------------------------------------------------------------------------------------------------------------
Rights to purchase
  Preferred Stock(1)                 4,200,000                N/A                       N/A                       N/A
----------------------------------------------------------------------------------------------------------------------------

Total Registration Fee                  N/A                   N/A                       N/A                     $94,551.19
============================================================================================================================
(1) Associated with the Common Stock are Rights to purchase Preferred Stock that
will not be exercisable or evidenced separately from the Common Stock prior to
the occurrence of certain events.

                         ------------------------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
PART I

Item 1.  Program Information.*

Item 2.  Registrant Information and Employee Program Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this Registration
Statement:

                  (a)      The Registrant's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1996.

                  (b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarters ended March 31, June 30, and September 30, 1997; the
Registrant's Current Reports on Form 8-K filed on January 24, 1997, June 18,
1997, December 22, 1997, January 29, 1998, and February 3, 1998.

                  (c) The Registrant's By-Laws, as amended July 27, 1994,
containing a description of the common stock, filed as Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter and six month period
ended June 30, 1994; the Rights Agreement dated as of November 22, 1988 between
the Registrant and Manufacturers Hanover Trust Company of California, as Rights
Agent, containing a description of the Rights to purchase Preferred Stock, filed
as Exhibit 4.0 to the Registrant's Current Report on Form 8-K dated November 22,
1988; and Amendment No. 1 dated as of December 7, 1989 to the Rights Agreement
dated as of November 22, 1988 between the Registrant and Manufacturers Hanover
Trust Company of California as Rights Agent, filed as Exhibit 4.0 to the
Registrant's Current Report on Form 8-K dated December 7, 1989.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 shall be
deemed incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents until a post-effective amendment
of this Registration Statement is filed which indicates that all securities
being offered hereby have been sold or which deregisters all securities then
remaining unsold.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                       -2-
Item 6.  Indemnification of Directors and Officers.

         Article IX of Chevron's restated Certificate of Incorporation provides
as follows:

         "1. A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) pursuant to section 174 of the Corporation Law; or (d) for
any transaction from which the director derived an improper personal benefit.

         2. To the fullest extent authorized by the Corporation Law, the
Corporation shall indemnify any Corporate Servant who was or is a party or is
threatened to be made a party to any proceeding by reason of the fact that such
person was or is a Corporate Servant.

         3. In serving or continuing to serve the Corporation, a Corporate
Servant is entitled to rely and shall be presumed to have relied on the rights
granted pursuant to the foregoing provisions of this Article IX, which shall be
enforceable as contract rights and inure to the benefit of heirs, executors and
administrators of the Corporate Servant; and no repeal or modification of the
foregoing provisions of this Article IX shall adversely affect any right
existing at the time of such repeal or modification.

         4. The Board of Directors is authorized, to the extent permitted by the
Corporation Law, to cause the Corporation to pay expenses incurred by Corporate
Servants in defendant Proceedings and to purchase and maintain insurance on
their behalf whether or not the Corporation would have the power to indemnify
them under the provisions of this Article IX or otherwise.

         5. Any right or privilege conferred by or pursuant to the provisions of
this Article IX shall not be exclusive of any other rights to which any
Corporate Servant may otherwise be entitled.

         6.       As used in this Article IX:

                  (a) `Corporate Servant' means any natural 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 as a director, officer, manager, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust or other organization or enterprise, nonprofit or otherwise, including an
employee benefit plan;

                  (b)      `Corporation Law' means the General Corporation Law 
of the State of Delaware, as from time to time amended;

                  (c) `indemnify' means to hold harmless against expenses
(including attorneys' fees), judgments, fines (including excise taxes assessed
with respect to an employee benefit plan) and amounts paid in settlement
actually and reasonably incurred by the Corporate Servant in connection with a
Proceeding;

                  (d)      `Proceeding' means any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal or 
administrative; and

                  (e)      `request of the Corporation' includes any written 
authorization by an officer of the Corporation."

                  Section 145 of the General Corporation Law of the State of
Delaware, in which Chevron is incorporated, permits, subject to certain
conditions, the indemnification of directors or officers of a Delaware
corporation for expenses (including attorneys' fees), judgments, fines and

                                       -3-
amounts paid in settlement incurred in connection with the defense of any
action, suit or proceeding in relation to certain matters against them as such
directors or officers.

                  The directors and officers of Chevron are covered by policies
of insurance under which they are insured, within limits and subject to
limitations, against certain expenses in connection with the defense of actions,
suits or proceedings, and certain liabilities which might be imposed as a result
of such actions, suits or proceedings, in which they are parties by reason of
being or having been directors or officers; Chevron is similarly insured with
respect to certain payments it might be required to make to its directors or
officers under the applicable statutes and Chevron's by-law provisions.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

  Exhibit No.         Description
  ----------          -----------

     4.1              Rights Agreement dated as of November 22, 1988 between 
                      Chevron Corporation and Manufacturers Hanover Trust 
                      Company of California, as Rights Agent, filed as
                      Exhibit 4 to Chevron Corporation's Current Report on 
                      Form 8-K dated November 22, 1988 and incorporated herein 
                      by reference.

     4.2              Amendment No. 1 dated as of December 7, 1989 to Rights 
                      Agreement dated as of November 22, 1988 between Chevron 
                      Corporation and Manufacturers Hanover Trust Company of 
                      California, as Rights Agent, filed as Exhibit 4.0 to 
                      Chevron Corporation's Current Report on Form 8-K, dated 
                      December 7, 1989, and incorporated herein by reference.

     5.1              Opinion regarding legality of the securities being 
                      offered

    23.1              Consent of Pillsbury Madison & Sutro LLP (included in 
                      Exhibit 5.1)

    23.2              Consent of Price Waterhouse LLP

    23.3              Consent of KPMG Peat Marwick LLP

    24.1
     to
    24.15             Powers of Attorney for directors and certain officers of 
                      Chevron Corporation, authorizing the signing of the 
                      registration statement on Form S-8 on their behalf.

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:

                  (A)      to include any prospectus required by Section 
         10(a)(3) of the Securities Act of 1933;

                                       -4-
(B) 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, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the dollar
         value of securities offered would not exceed that which was registered)
         and any deviation from the low or high end of the estimated maximum
         offering range may be reflected in the form of prospectus filed with
         the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective Registration Statement;

                  (C) 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)(A)
         and (a)(1)(B) do not apply if the information required to be included
         in a post-effective amendment by those paragraphs is contained in
         periodic reports filed by the Registrant pursuant to section 13 or
         section 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 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       -5-
SIGNATURES

         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 the City of San Francisco, State of California, on the 12th day of
February 1998.

                                            CHEVRON CORPORATION

                                            By   KENNETH T. DERR*
                                              --------------------------------
                                                 Kenneth T. Derr
                                               Chairman of the Board

                                           *BY    /s/ LYDIA I. BEEBE
                                              --------------------------------
                                                     Lydia I. Beebe
                                                    Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities indicated on the 12th day of February
1998.

Principal Executive Officers (and Directors)

                KENNETH T. DERR*
---------------------------------------------
                Kenneth T. Derr
              Chairman of the Board

               JAMES N. SULLIVAN*
---------------------------------------------
               James N. Sullivan
           Vice-Chairman of the Board

Principal Financial Officer

               MARTIN R. KLITTEN*
---------------------------------------------
               Martin R. Klitten
   Vice-President and Chief Financial Officer

Principal Accounting Officer

                STEPHEN J. CROWE*
---------------------------------------------
                Stephen J. Crowe
                   Comptroller

Directors

               SAMUEL H. ARMACOST*
---------------------------------------------
               Samuel H. Armacost
                    Director

                                       -6-
SAM GINN*
---------------------------------------------
                    Sam Ginn
                    Director

                 CARLA A. HILLS*
---------------------------------------------
                 Carla A. Hills
                    Director

              J. BENNETT JOHNSTON*
---------------------------------------------
              J. Bennett Johnston
                    Director

               RICHARD H. MATZKE*
---------------------------------------------
               Richard H. Matzke
           Vice-President and Director

               CHARLES M. PIGOTT*
---------------------------------------------
               Charles M. Pigott
                    Director

                CONDOLEEZZA RICE*
---------------------------------------------
                Condoleezza Rice
                    Director

                FRANK A. SHRONTZ*
---------------------------------------------
                Frank A. Shrontz
                    Director

                 CHANG-LIN TIEN*
---------------------------------------------
                 Chang-Lin Tien
                    Director

             GEORGE H. WEYERHAEUSER*
---------------------------------------------
             George H. Weyerhaeuser
                    Director

                 JOHN A. YOUNG*
---------------------------------------------
                 John A. Young
                    Director

*By          /s/ LYDIA I. BEEBE
   -----------------------------------------
               Lydia I. Beebe
              Attorney-in-Fact

                                       -7-
INDEX TO EXHIBITS

                                                                 Sequentially
Exhibit Number                                                   Numbered Page
--------------                                                   -------------

    4.1          Rights Agreement dated as of November 22, 1988        -
                 between Chevron Corporation and Manufacturers 
                 Hanover Trust Company of California, as Rights 
                 Agent, filed as Exhibit 4 to Chevron Corporation's 
                 Current Report on Form 8-K dated November 22,
                 1988 and incorporated herein by reference.
                                                        -

    4.2          Amendment No. 1 dated as of December 7, 1989 to       -
                 Rights Agreement dated as of November 22, 1988 
                 between Chevron Corporation and Manufacturers
                 Hanover Trust Company of California, as Rights 
                 Agent, filed as Exhibit 4.0 to Chevron
                 Corporation's Current Report on Form 8-K, dated 
                 December 7, 1989, and incorporated herein by 
                 reference.

    5.1          Opinion regarding legality of the securities         9
                 being offered

   23.1          Consent of Pillsbury Madison & Sutro LLP             -
                 (included in Exhibit 5.1)

   23.2          Consent of Price Waterhouse LLP                      10

   23.3          Consent of KPMG Peat Marwick LLP                     11

   24.1
    to
   24.15         Powers of Attorney for directors and certain         12
                 officers of Chevron Corporation, authorizing
                 the signing of the registration statement on
                 Form S-8 on their behalf.

                                       -8-