As filed with the Securities and Exchange Commission on July 12, 1994 
- -- Registration Statement No. 33-



               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                      ____________________

                            FORM S-8

                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                      ____________________

                  CHEMICAL BANKING CORPORATION
       (Exact name of issuer as specified in its charter)
                      ____________________

                            Delaware
 (State or other jurisdiction of incorporation or organization)

                           13-2624428
              (I.R.S. Employer Identification No.)

            270 Park Avenue, New York, New York 10017
       (Address of Principal Executive Offices) (Zip Code)

                 CHEMICAL BANKING CORPORATION --
                   1992 STOCK OPTION PLAN OF 
                MARGARETTEN FINANCIAL CORPORATION

                               and

                 CHEMICAL BANKING CORPORATION --
                1993 LONG TERM INCENTIVE PLAN OF
                MARGARETTEN FINANCIAL CORPORATION
                    (Full title of the plans)

                    John B. Wynne, Secretary
                  Chemical Banking Corporation
            270 Park Avenue, New York, New York 10017
             (Name and address of agent for service)

             Telephone number, including area code,
              of agent for service:  (212) 270-2000

                            Copy to:
                    William H. McDavid, Esq.
                         General Counsel
                  Chemical Banking Corporation
            270 Park Avenue New York, New York 10017

<TABLE>
<CAPTION>


                      CALCULATION OF REGISTRATION FEE
    <S>                  <C>          <C>              <C>           <C>
                                   Proposed         Proposed
                                   Maximum          Maximum      Amount of
Title of Securities   Amount to be Offering Price   Aggregate Registration
to be Registered      Registered   per Share (1)    Offering      Fee
	                                                   Price (1)

Common Stock, 
$1 par value         1,000,000     $38.125      $38,125,000.00   $13,146.55
per share 
(including purchase
shares rights for 
units of Junior 
Participating 
Preferred Stock (2))

</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee.

(2)  Prior to the occurrence of certain events, the purchase rights for units 
of Junior Participating Preferred Stock  from the Common Stock.



In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
this Registration Statement also covers an indeterminate amou
offered or sold pursuant to the employee benefits plan described herein.

<PAGE>
                      CHEMICAL BANKING CORPORATION --
                        1992 STOCK OPTION PLAN OF 
                     MARGARETTEN FINANCIAL CORPORATION

                                    and

                      CHEMICAL BANKING CORPORATION --
                     1993 LONG TERM INCENTIVE PLAN OF
                     MARGARETTEN FINANCIAL CORPORATION



                           PART II:  INFORMATION
                             REQUIRED IN THE 
                          REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference


    There are incorporated herein by reference the following documents of 
Chemical Banking Corporation, a Delawarecorporation (the "Corporation" or
"Registrant"), heretofore filed by it with the Securities 
"Commission"):

      (a) Annual Report on Form 10-K for the year ended December 31, 1993.

      (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.

      (c) Current Reports on Form 8-K dated January 21, 1994, April 20, 1994, 
June 1, 1994, June 20, 1994, and July 7, 1994.

      (d) Definitive Proxy Statement for the Annual Meeting of Stockholders 
of the Corporation held on May 17, 1994.

      (e) The description of the Corporation's Common Stock and purchase rights
for units of Junior Participating Preferred Stock set forth in the 
Corporation's Registration Statements filed pursuant to Securities Exchange Act
of 1934 (the "Exchange Act") and any amend of updating these descriptions.


      All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of 
the Exchange Act subsequent to the dateof this Registration Statement on 
Form S-8 and prior to the filing of a post-effective amendment on
Form S-8 which indicates that all securities offered hereunder have be
unsold shall be deemed to be incorporated by reference in this Registration 
Statement on Form S-8 and to be a part hereof from the date of 
filing of such documents.  Any statement contained in a document incorporated 
by reference herein shall be deemed to be modified on Form S-8 to the 
extent that a statement contained in any other subsequently file
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 on Form S-8.





Item 5.  Interests of Named Experts and Counsel

      The validity of the Common Stock, $1 par value, of the Corporation 
(the "Common Stock") offered pursuant to this Registration Statement on 
Form S-8 will be passed upon by the Corporation by Neila B. Radin, Esq., 
Assistant General Counsel of Chemical Bank.  Ms. Radin owns or has the right 
to acquire shares of common Stock of the Corporation in an amount that does 
not exceed .005% of the outstanding Common Stock of the Corporation.

      The financial statements of the Corporation incorporated herein 
by reference to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1993 have been so incorporated 
in reliance on the reports of Price
Waterhouse, independent accountants, given the authority of such firm as 
experts in accounting and auditing.


Item 6.  Indemnification of Officers and Directors

      The Registrant's Certificate of Incorporation empowers the Registrant 
to indemnify any director, officer,
employee or agent of the Registrant or any other person who is serving at the 
Registrant'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 Delaware General Corporation 
Law (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 Registrant's Certificate of Incorporation also empowers the 
Registrant by action of its Board of Directors
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 Registrant or any other person who is 
serving at the Registrant'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 
and amounts paid in settlement) to the fullest extent
permitted under the DGCL as from time to time in effect, whether or not the 
Registrant 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 Registrant's By-Laws require indemnification to the 
fullest extent permitted under the DGCL,
as from time to time in effect.  The By-Laws provide a clear and unconditional 
right to indemnification for expenses
(including attorney's fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred by any director
or officer of the Registrant in connection with any actual or threatened 
proceeding (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 Registrant or, at the request of the Registrant, 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
Registrant and entitle them to have all expenses incurred in advance of the 
final disposition of a proceeding paid by the
Registrant.  Such provisions, however, are intended to be in 
furtherance and not in limitation of the general right to
indemnification provided in the By-Laws.

<PAGE>
Item 8.  List of Exhibits

     5     Opinion of Neila B. Radin, Esq., Assistant General Counsel of 
Chemical Bank, with respect to the securities being registered.

  24.1     Consent of Neila B. Radin, Esq. (included in Exhibit 5).

  24.2     Consent of Price Waterhouse.

    25     Powers of Attorney.

Exhibit 9.  Undertakings

    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.

    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:

        (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, 
individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement;

      (iii)   To include any material information with respect to the plan 
of distribution not previously disclosed in this registration statement 
or any material change to such information in this registration
statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
 above do not apply if the registration statement
is on Form S-3 or Form S-8 and 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 this registration statement.

    (2)    That for the purpose of determining any liability under the 
Securities Act of 1933, each 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.

    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 provisions 
described in Item 6 above, 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.

                                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 New 
York, State of New York on the 12th day of
July 1994.

                           CHEMICAL BANKING CORPORATION
                           (Registrant)


                     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 below by the
following persons in the capacities and on the date indicated.




Signatures            Capacity                             Date



                 
    *                 Chairman and Chief Executive       July 12, 1994
Walter V. Shipley     Officer and Director
                   


    *                 President and Director        July 12, 1994
Edward D. Miller   



   *                  Vice Chairman and             July 12, 1994
William B. Harrison, Jr.                              Director



     *                Director                      July 12, 1994
Frank A. Bennack, Jr.



     *                 Director                      July 12, 1994
Michel C. Bergerac



     *                 Director                      July 12, 1994
Randolph W. Bromery



     *                 Director                      July 12, 1994
Charles W. Duncan, Jr.



     *                 Director                      July 12, 1994
Melvin R. Goodes



     *                 Director                      July 12, 1994
George V. Grune



     *                 Director                      July 12, 1994
Harold S. Hook



     *                 Director                      July 12, 1994
Helene L. Kaplan



     *                 Director                      July 12, 1994
J. Bruce Llewellyn



     *                 Director                      July 12, 1994
John P. Mascotte


                
     *                 Director                      July 12, 1994
John F. McGillicuddy



     *                 Director                      July 12, 1994
Andrew C. Sigler



     *                 Director                      July 12, 1994
Michael I. Sovern



     *                 Director                      July 12, 1994
John R. Stafford



     *                 Director                      July 12, 1994
W. Bruce Thomas



     *                 Director                      July 12, 1994
Marina v.N. Whitman



     *                 Director                      July 12, 1994
Richard D. Wood

                      Chief Financial Officer
                      and Executive Vice President
                      (Principal Financial
     *                 Officer)                      July 12, 1994
Peter J. Tobin


                      Controller and 
                      Senior Vice President
                      (Principal Accounting
     *                Officer)                      July 12, 1994
Joseph L. Sclafani


________________________
*     John B. Wynne hereby signs this Registration Statement on Form S-8 on 
July 12, 1994 on behalf of each of the indicated persons for whom he is 
attorney-in-fact pursuant to a power of attorney filed herewith.


                        By     /s/John B. Wynne                            
                               John B. Wynne
                               Secretary







                               EXHIBIT INDEX

                                                     Page


Exhibit 5             Opinion of Neila B. Radin, Esq.   9    
                      with respect to the Securities
                      being registered

Exhibit 24.1          Consent of Neila B. Radin, Esq.  9
                      (included in Exhibit 5)

Exhibit 24.2          Consent of Price Waterhouse.     10

Exhibit 25            Powers of Attorney.              11
[{"type": "S-8", "sequence": "1", "description": "BODY OF FORM S-8 DATED JULY 12, 1994 (MFC)", "secsgml_size_bytes": 17498}]
{"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": "033-54547", "film-number": "94538603"}, "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"}}
As filed with the Securities and Exchange Commission on July 12, 1994 
- -- Registration Statement No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                      ____________________

                            FORM S-8

                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                      ____________________

                  CHEMICAL BANKING CORPORATION
       (Exact name of issuer as specified in its charter)
                      ____________________

                            Delaware
 (State or other jurisdiction of incorporation or organization)

                           13-2624428
              (I.R.S. Employer Identification No.)

            270 Park Avenue, New York, New York 10017
       (Address of Principal Executive Offices) (Zip Code)

                 CHEMICAL BANKING CORPORATION --
                   1992 STOCK OPTION PLAN OF 
                MARGARETTEN FINANCIAL CORPORATION

                               and

                 CHEMICAL BANKING CORPORATION --
                1993 LONG TERM INCENTIVE PLAN OF
                MARGARETTEN FINANCIAL CORPORATION
                    (Full title of the plans)

                    John B. Wynne, Secretary
                  Chemical Banking Corporation
            270 Park Avenue, New York, New York 10017
             (Name and address of agent for service)

             Telephone number, including area code,
              of agent for service:  (212) 270-2000

                            Copy to:
                    William H. McDavid, Esq.
                         General Counsel
                  Chemical Banking Corporation
            270 Park Avenue New York, New York 10017
CALCULATION OF REGISTRATION FEE
Proposed         Proposed
                                   Maximum          Maximum      Amount of
Title of Securities   Amount to be Offering Price   Aggregate Registration
to be Registered      Registered   per Share (1)    Offering      Fee
	                                                   Price (1)

Common Stock, 
$1 par value         1,000,000     $38.125      $38,125,000.00   $13,146.55
per share 
(including purchase
shares rights for 
units of Junior 
Participating 
Preferred Stock (2))
(1)  Estimated solely for the purpose of calculating the registration fee.

(2)  Prior to the occurrence of certain events, the purchase rights for units 
of Junior Participating Preferred Stock  from the Common Stock.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, 
this Registration Statement also covers an indeterminate amou
offered or sold pursuant to the employee benefits plan described herein.
CHEMICAL BANKING CORPORATION --
                        1992 STOCK OPTION PLAN OF 
                     MARGARETTEN FINANCIAL CORPORATION

                                    and

                      CHEMICAL BANKING CORPORATION --
                     1993 LONG TERM INCENTIVE PLAN OF
                     MARGARETTEN FINANCIAL CORPORATION

                           PART II:  INFORMATION
                             REQUIRED IN THE 
                          REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

    There are incorporated herein by reference the following documents of 
Chemical Banking Corporation, a Delawarecorporation (the "Corporation" or
"Registrant"), heretofore filed by it with the Securities 
"Commission"):

      (a) Annual Report on Form 10-K for the year ended December 31, 1993.

      (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.

      (c) Current Reports on Form 8-K dated January 21, 1994, April 20, 1994, 
June 1, 1994, June 20, 1994, and July 7, 1994.

      (d) Definitive Proxy Statement for the Annual Meeting of Stockholders 
of the Corporation held on May 17, 1994.

      (e) The description of the Corporation's Common Stock and purchase rights
for units of Junior Participating Preferred Stock set forth in the 
Corporation's Registration Statements filed pursuant to Securities Exchange Act
of 1934 (the "Exchange Act") and any amend of updating these descriptions.

      All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of 
the Exchange Act subsequent to the dateof this Registration Statement on 
Form S-8 and prior to the filing of a post-effective amendment on
Form S-8 which indicates that all securities offered hereunder have be
unsold shall be deemed to be incorporated by reference in this Registration 
Statement on Form S-8 and to be a part hereof from the date of 
filing of such documents.  Any statement contained in a document incorporated 
by reference herein shall be deemed to be modified on Form S-8 to the 
extent that a statement contained in any other subsequently file
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 on Form S-8.

Item 5.  Interests of Named Experts and Counsel

      The validity of the Common Stock, $1 par value, of the Corporation 
(the "Common Stock") offered pursuant to this Registration Statement on 
Form S-8 will be passed upon by the Corporation by Neila B. Radin, Esq., 
Assistant General Counsel of Chemical Bank.  Ms. Radin owns or has the right 
to acquire shares of common Stock of the Corporation in an amount that does 
not exceed .005% of the outstanding Common Stock of the Corporation.

      The financial statements of the Corporation incorporated herein 
by reference to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1993 have been so incorporated 
in reliance on the reports of Price
Waterhouse, independent accountants, given the authority of such firm as 
experts in accounting and auditing.

Item 6.  Indemnification of Officers and Directors

      The Registrant's Certificate of Incorporation empowers the Registrant 
to indemnify any director, officer,
employee or agent of the Registrant or any other person who is serving at the 
Registrant'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 Delaware General Corporation 
Law (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 Registrant's Certificate of Incorporation also empowers the 
Registrant by action of its Board of Directors
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 Registrant or any other person who is 
serving at the Registrant'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 
and amounts paid in settlement) to the fullest extent
permitted under the DGCL as from time to time in effect, whether or not the 
Registrant 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 Registrant's By-Laws require indemnification to the 
fullest extent permitted under the DGCL,
as from time to time in effect.  The By-Laws provide a clear and unconditional 
right to indemnification for expenses
(including attorney's fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred by any director
or officer of the Registrant in connection with any actual or threatened 
proceeding (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 Registrant or, at the request of the Registrant, 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
Registrant and entitle them to have all expenses incurred in advance of the 
final disposition of a proceeding paid by the
Registrant.  Such provisions, however, are intended to be in 
furtherance and not in limitation of the general right to
indemnification provided in the By-Laws.
Item 8.  List of Exhibits

     5     Opinion of Neila B. Radin, Esq., Assistant General Counsel of 
Chemical Bank, with respect to the securities being registered.

  24.1     Consent of Neila B. Radin, Esq. (included in Exhibit 5).

  24.2     Consent of Price Waterhouse.

    25     Powers of Attorney.

Exhibit 9.  Undertakings

    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.

    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:

        (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, 
individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement;

      (iii)   To include any material information with respect to the plan 
of distribution not previously disclosed in this registration statement 
or any material change to such information in this registration
statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
 above do not apply if the registration statement
is on Form S-3 or Form S-8 and 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 this registration statement.

    (2)    That for the purpose of determining any liability under the 
Securities Act of 1933, each 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.

    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 provisions 
described in Item 6 above, 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.

                                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 New 
York, State of New York on the 12th day of
July 1994.

                           CHEMICAL BANKING CORPORATION
                           (Registrant)

                     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 below by the
following persons in the capacities and on the date indicated.

Signatures            Capacity                             Date

                 
    *                 Chairman and Chief Executive       July 12, 1994
Walter V. Shipley     Officer and Director
                   

    *                 President and Director        July 12, 1994
Edward D. Miller   

   *                  Vice Chairman and             July 12, 1994
William B. Harrison, Jr.                              Director

     *                Director                      July 12, 1994
Frank A. Bennack, Jr.

     *                 Director                      July 12, 1994
Michel C. Bergerac

     *                 Director                      July 12, 1994
Randolph W. Bromery

     *                 Director                      July 12, 1994
Charles W. Duncan, Jr.

     *                 Director                      July 12, 1994
Melvin R. Goodes

     *                 Director                      July 12, 1994
George V. Grune

     *                 Director                      July 12, 1994
Harold S. Hook

     *                 Director                      July 12, 1994
Helene L. Kaplan

     *                 Director                      July 12, 1994
J. Bruce Llewellyn

     *                 Director                      July 12, 1994
John P. Mascotte

                
     *                 Director                      July 12, 1994
John F. McGillicuddy

     *                 Director                      July 12, 1994
Andrew C. Sigler

     *                 Director                      July 12, 1994
Michael I. Sovern

     *                 Director                      July 12, 1994
John R. Stafford

     *                 Director                      July 12, 1994
W. Bruce Thomas

     *                 Director                      July 12, 1994
Marina v.N. Whitman

     *                 Director                      July 12, 1994
Richard D. Wood

                      Chief Financial Officer
                      and Executive Vice President
                      (Principal Financial
     *                 Officer)                      July 12, 1994
Peter J. Tobin

                      Controller and 
                      Senior Vice President
                      (Principal Accounting
     *                Officer)                      July 12, 1994
Joseph L. Sclafani

________________________
*     John B. Wynne hereby signs this Registration Statement on Form S-8 on 
July 12, 1994 on behalf of each of the indicated persons for whom he is 
attorney-in-fact pursuant to a power of attorney filed herewith.

                        By     /s/John B. Wynne                            
                               John B. Wynne
                               Secretary

                               EXHIBIT INDEX

                                                     Page

Exhibit 5             Opinion of Neila B. Radin, Esq.   9    
                      with respect to the Securities
                      being registered

Exhibit 24.1          Consent of Neila B. Radin, Esq.  9
                      (included in Exhibit 5)

Exhibit 24.2          Consent of Price Waterhouse.     10

Exhibit 25            Powers of Attorney.              11