SEC Info - Eaton Robert J - ‘4’ for 5/28/08 re: Chevron Corp.

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EATON ROBERT J

(Last)

(First)

(Middle)

1000 CHRYSLER DRIVE

CIMS: 480-01-01

(Street)

AUBURN HILLS

48326-2766

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHEVRON CORP [ CVX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
5/28/08

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/28/08		A		1,747 ⁽¹⁾	A	$0	25,776 ⁽²⁾	D
Common Stock								22,080 ⁽³⁾	I	By family trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (Right to Buy) ⁽⁴⁾	$100.42	5/28/08		A		6,555		5/28/09 ⁽⁵⁾	5/28/18	Common Stock	6,555	$0	6,555	D

Explanation of Responses:

(1) This number represents stock units paid under the Non-Employee Directors' Equity Compensation and Deferral Plan.

(2) This number includes the acquisition of 638 shares from dividend equivalent accruals under the Non-Employee Directors' Equity Compensation and Deferral Plan and the reinvestment of dividends since April 26, 2007.

(3) Includes 19,000 shares that were initially reported on May 11, 2005, and were inadvertently reported as directly held instead of indirectly held through a family trust. This number also includes 3,080 shares that were previously indirectly held through Mr. Eaton's wife and are now indirectly held through the family trust.

(4) Stock options granted in lieu of the annual cash retainer at the Director's election.

(5) The option vests as follows: fifty percent on November 28, 2008 and the remaining fifty percent on May 28, 2009.

	Christopher A. Butner on behalf of Robert J. Eaton	5/30/08
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Eaton Robert J – ‘4’ for 5/28/08 re: Chevron Corp.

On: Friday, 5/30/08, at 7:24pm ET · For: 5/28/08 · As: Director · Accession #: 1127602-8-3786 · File #: 1-00368

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Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
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