<PAGE>

       As filed with the Securities and Exchange Commission on May 9, 1997
                                                    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 Restricted Stock Plan for Non-employee Directors
                            (Full title of the plan)

            Lydia I. Beebe                        Copy to:
         Chevron Corporation                   Terry M. Kee
          575 Market Street                   Brian M. Wong
       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(1)              fee(1)
----------------                    ------------        ----------------          -----------------           ------------

<S>                                    <C>                   <C>                       <C>                       <C>
Common Stock,
  par value $1.50 per share            50,000                $69.375                   $3,468,750                $1,051.14
------------------------------------------------------------------------------------------------------------------------------------
Rights to purchase
  Preferred Stock(2)                   50,000                  N/A                       N/A                       N/A
------------------------------------------------------------------------------------------------------------------------------------

Total Registration Fee                   N/A                   N/A                       N/A                     $1,051.14
====================================================================================================================================
<FN>
(1)  Calculated pursuant to Rule 457(h) and Rule 457(c) solely for the purpose 
of calculating the registration fee based upon the average of the high and low
of the Registrant's Common Stock on the New York Stock Exchange on May 5, 1997.

(2)  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.
</FN>
</TABLE>

<PAGE>

                                     PART I

ITEM 1.  PLAN INFORMATION.*


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN 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 (File No. 1-368-2
for the fiscal year ended December 31, 1996.

          (b) 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.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article IX of Chevron's restated Certificate of Incorporation provides as
follows:
                                       -2-

<PAGE>

     "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 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.

                                       -3-

<PAGE>

          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      Powers of Attorney for directors and certain officers of Chevron
      to       Corporation, authorizing the signing of the registration 
     24.15     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;

          (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

                                       -4-

<PAGE>

         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 9th day of
May 1997.

                                        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 9th day of May 1997.

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


     /s/ LYDIA I. BEEBE
*By ----------------------------------------
        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       Powers of Attorney for directors and certain      12
     to        officers of Chevron Corporation, authorizing
    24.15      the signing of the registration statement on
               Form S-8 on their behalf.

                                       -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21947}]
{"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": "333-26731", "film-number": "97598517"}, "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 May 9, 1997
                                                    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 Restricted Stock Plan for Non-employee Directors
                            (Full title of the plan)

            Lydia I. Beebe                        Copy to:
         Chevron Corporation                   Terry M. Kee
          575 Market Street                   Brian M. Wong
       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(1)              fee(1)
----------------                    ------------        ----------------          -----------------           ------------
Common Stock,
  par value $1.50 per share            50,000                $69.375                   $3,468,750                $1,051.14
------------------------------------------------------------------------------------------------------------------------------------
Rights to purchase
  Preferred Stock(2)                   50,000                  N/A                       N/A                       N/A
------------------------------------------------------------------------------------------------------------------------------------

Total Registration Fee                   N/A                   N/A                       N/A                     $1,051.14
====================================================================================================================================
(1)  Calculated pursuant to Rule 457(h) and Rule 457(c) solely for the purpose 
of calculating the registration fee based upon the average of the high and low
of the Registrant's Common Stock on the New York Stock Exchange on May 5, 1997.

(2)  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.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN 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 (File No. 1-368-2
for the fiscal year ended December 31, 1996.

          (b) 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.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article IX of Chevron's restated Certificate of Incorporation provides as
follows:
                                       -2-
"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 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.

                                       -3-
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      Powers of Attorney for directors and certain officers of Chevron
      to       Corporation, authorizing the signing of the registration 
     24.15     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;

          (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

                                       -4-
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 9th day of
May 1997.

                                        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 9th day of May 1997.

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

     /s/ LYDIA I. BEEBE
*By ----------------------------------------
        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       Powers of Attorney for directors and certain      12
     to        officers of Chevron Corporation, authorizing
    24.15      the signing of the registration statement on
               Form S-8 on their behalf.

                                       -8-