Chevron Corp – ‘424B2’ on 8/19/94

As of:  Friday, 8/19/94   ·   Accession #:  93410-94-17   ·   File #:  33-14307-01

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Prospectus   —   Rule 424(b)(2)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Prospectus                                            21    115K 

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                                     REGISTRATION NO. 33-14307

                                           THIS FILING IS MADE PURSUANT TO
                          RULE 424(b)(2)

 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 12, 1988

[LOGO]                           $350,000,000                                   

 CHEVRON CAPITAL U.S.A. INC.

7.45% GUARANTEED NOTES DUE 2004 

UNCONDITIONALLY GUARANTEED BY 

CHEVRON CORPORATION 

_________________ 

    The Notes will mature on August 15, 2004. Interest on the Notes is payable
on February 15 and August 15 commencing February 15, 1995. The Notes are        
redeemable as described herein at the option of the Company on any date on or   
after August 15, 2001 at par plus interest accrued to the date of redemption.   
The Notes are unsecured obligations of the Company. The Notes will be issued    
only in fully registered form and will be represented by Global Notes           
registered in the name of The Depository Trust Company or its nominee.          

_________________ 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE    
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES        
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS       
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.    
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.     

_________________ 

                         Initial Public     Underwriting     Proceeds to
                         Offering Price(1)    Discount(2)    Company(1)(3)
                          -----------------  --------------  ---------------
Per Note..............           99.442%           0.281 %          99.161%     
Total.................         $348,047,000       $983,500       $347,063,500   
___________                                                                     

(1)  Plus accrued interest from August 15, 1994.                                
(2)  Chevron Corporation and the Company have agreed to indemnify the           
   Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.                                   
(3)  Before deducting estimated expenses of $180,000 to be paid by the          
Company.                                                              
_________________ 

The Notes offered hereby are offered severally by the Underwriters as 
specified herein, subject to receipt and acceptance by them and subject to      
their right to reject any order in whole or in part. It is expected that        
delivery of the Notes will be made through the book-entry facilities of The     
Depository Trust Company on or about August 24, 1994, in New York, New York.    

GOLDMAN, SACHS & CO.                                                            
CHASE SECURITIES, INC.                        
             UBS SECURITIES INC.
                                                    PAINEWEBBER INCORPORATED
_________________ 

The date of this Prospectus Supplement is August 17, 1994                       

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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT     
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED  
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.  
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.                

DESCRIPTION OF THE NOTES      
GENERAL                                                                         

  The 7.45% Guaranteed Notes Due 2004 (the "Notes") are being issued under
an Indenture dated as of May 15, 1987, as amended by the First Supplemental     
Indenture dated as of August 1, 1994 (said indenture as so supplemented being   
herein referred to as the "Indenture") each being among Chevron Capital U.S.A.  
Inc. (the "Company"), as issuer, Chevron Corporation ("Chevron"), as            
guarantor, and The Chase Manhattan Bank (National Association), as trustee      
(the "Trustee").  Provisions of the Indenture are more fully described in this  
Prospectus Supplement and under "Description of the Indenture" commencing on    
page 6 of the accompanying Prospectus.  The Indenture does not contain any      
covenants specifically designed to protect registered owners of the Notes       
against a reduction in the creditworthiness of Chevron in the event of a        
highly leveraged transaction.  The Notes will be originally issued in fully     
registered book-entry form and will be represented by one or more Global Notes  
registered in the name of The Depository Trust Company, as Depository, or its   
nominee.  See discussion herein under "Book-Entry System".  Upon any exchange   
under the provisions of the Indenture of the Global Notes for Notes in          
definitive form, such definitive Notes shall be issued in authorized            
denominations of $1,000 or any integral multiples thereof.                      

The Notes will mature on August 15, 2004.  Interest on the Notes will 
accrue from August 15, 1994 and will be payable on each February 15 and August  
15 commencing February 15, 1995.  Interest on each Note will be computed on     
the basis of a 360-day year of twelve 30-day months.  Payments of interest and  
principal on the Notes will be made to the persons in whose name the Notes are  
registered on the date which is fifteen days prior to the relevant payment      
date.                                                                           

   The Notes are unconditionally guaranteed by Chevron.  See "Description of
Indenture - Guarantee" on page 6 of the accompanying Prospectus.  All of the    
covenants (including the optional covenants) of Chevron described in the        
accompanying Prospectus will be applicable for the benefit of the holders of    
the Notes.  See "Covenants of the Guarantor" and "Optional Covenants of the     
Guarantor" beginning on page 6 of the accompanying Prospectus.                  

OPTIONAL REDEMPTION                                                             

The Notes are subject to redemption at the option of the Company as a 
whole or in part, on any date on or after August 15, 2001 at a redemption       
price of 100% of their principal amount plus interest accrued thereon to the    
date of redemption.                                                             

BOOK-ENTRY SYSTEM                                                               

The Notes will be issued in the form of one or more fully registered  
global notes (each, a "Global Note") which will be deposited with, or on        
behalf of, The Depository Trust Company ("DTC") and registered in the name of   
a nominee of DTC.  Except as hereinafter set forth, the Notes will be           
available for purchase in book-entry form only.  The term "Depository" as used  
in this Prospectus Supplement refers to DTC or any successor depository.        

DTC has advised each of the Company and Chevron as follows:  DTC is a 
limited-purpose trust company organized under the laws of the State of New      
York, a member of the Federal Reserve System, a "clearing corporation" within   
the meaning of the New York Uniform Commercial Code and a "clearing agency"     
registered                                                                      

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pursuant to the provisions of Section 17A of the Securities Exchange Act of     
1934, as amended.  DTC was created to hold securities of persons who have       
accounts with DTC ("Participants") and to facilitate the clearance and          
settlement of securities transactions among Participants in such securities     
through electronic book-entry changes in accounts of such Participants.         
Participants include securities brokers and dealers (including the              
Underwriters), banks and trust companies, clearing corporations and certain     
other organizations, some of which (and/or their representatives) own DTC.      
Access to DTC's book-entry system is also available to others such as banks,    
brokers, dealers and trust companies that clear through or maintain a           
custodial relationship with a Participant, either directly or indirectly        
("indirect participants").  Persons who are not Participants may beneficially   
own securities held by the Depository only through Participants or indirect     
participants.                                                                   

  DTC also advises that pursuant to procedures established by it, upon the
issuance by the Company of the Notes represented by the Global Notes, DTC or    
its nominee will credit, on its book-entry registration and transfer system,    
the respective principal amounts of the Notes represented by such Global Notes  
to the accounts of Participants.  The accounts to be credited shall be          
designated by the Underwriters.  Ownership of beneficial interests in Notes     
represented by the Global Notes will be limited to Participants or persons      
that hold interests through Participants.  Ownership of such beneficial         
interests in Notes will be shown on, and the transfer of that ownership will    
be effected only through, records maintained by the Depository (with respect    
to interests of Participants in the Depository), or by Participants in the      
Depository or persons that may hold interests through such Participants (with   
respect to persons other than Participants in the Depository).                  

So long as the Depository or its nominee is the registered owner of a 
Global Note, the Depository or its nominee, as the case may be, will be         
considered the sole owner or holder of the Notes represented thereby for all    
purposes under the Indenture. Except as hereinafter provided, owners of         
beneficial interests in the Global Notes will not be entitled to have the       
Notes represented by a Global Note registered in their names, will not receive  
or be entitled to receive physical delivery of such Notes in definitive form    
and will not be considered the owners or holders thereof under the Indenture.   
Unless and until a Global Note is exchanged in whole or in part for individual  
certificates evidencing the Notes represented thereby, such Global Note may     
not be transferred except as a whole by the Depository to a nominee of the      
Depository or by a nominee of the Depository to the Depository or another       
nominee of the Depository or by the Depository or any nominee of the            
Depository to a successor Depository or any nominee of such successor           
Depository.                                                                     

Payments of principal of and interest on the Notes represented by a   
Global Note will be made by the Company through the Trustee to the Depository   
or its nominee, as the case may be, as the registered owner of the Notes.  The  
Company and Chevron have been advised that DTC or its nominee, upon receipt of  
any payment of principal or interest in respect of the Notes will credit        
immediately the accounts of the related Participants with payment in amounts    
proportionate to their respective beneficial interest in the Notes as shown on  
the records of DTC.  The Company and Chevron expect that payments by a          
Participant to owners of beneficial interests in the Notes will be governed by  
standing customer instructions and customary practices, as is now the case      
with securities held for the accounts of customers in bearer form or            
registered in "street name".  Such payments will be the responsibility of such  
Participants.                                                                   

The Company and Chevron will recognize DTC or its nominee as the sole 
registered owner of the Notes for all purposes, including notices and           
consents.  Conveyance of notices and other communications by DTC to             
Participants, by Participants to the indirect participants, and by              
Participants and the indirect participants to beneficial owners will be         
governed by arrangements among them, subject to any statutory and regulatory    
requirements as may be in effect from time to time.                             

So long as the Notes are outstanding in the form of Global Notes,     
registered in the name of DTC or its nominee Cede & Co., (a) all payments of    
interest on and principal of the Notes shall be delivered only to DTC or Cede   
& Co., (b) all notices delivered by the Company or the Trustee pursuant to the  
Indenture shall be delivered only to DTC or Cede & Co. and (c) all rights of    
the registered owners of Notes under the Indenture, including, without          
limitation, voting rights, rights to approve, waive or consent, and rights to   
transfer and exchange Notes, shall                                              

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be rights of DTC or Cede & Co.  THE BENEFICIAL OWNERS OF THE NOTES MUST RELY    
ON THE PARTICIPANTS OR INDIRECT PARTICIPANTS FOR TIMELY PAYMENTS AND NOTICES    
AND FOR OTHERWISE MAKING AVAILABLE TO THE BENEFICIAL OWNER RIGHTS OF A          
REGISTERED OWNER.  NO ASSURANCE CAN BE PROVIDED THAT IN THE EVENT OF            
BANKRUPTCY OR INSOLVENCY OF DTC, A PARTICIPANT OR AN INDIRECT PARTICIPANT       
THROUGH WHICH A BENEFICIAL OWNER HOLDS INTERESTS IN THE NOTES, PAYMENT WILL BE  
MADE BY DTC, SUCH PARTICIPANT OR SUCH INDIRECT PARTICIPANT ON A TIMELY BASIS.   

THE COMPANY, CHEVRON AND THE TRUSTEE WILL NOT HAVE ANY RESPONSIBILITY,
OBLIGATION OR LIABILITY TO ANY PARTICIPANTS, TO ANY INDIRECT PARTICIPANT OR TO  
ANY BENEFICIAL OWNER WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS            
MAINTAINED BY DTC, CEDE & CO., ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT,     
(2) THE PAYMENT BY DTC OR ANY PARTICIPANT OR INDIRECT PARTICIPANT OF ANY        
AMOUNT WITH RESPECT TO THE PRINCIPAL OF OR INTEREST ON THE NOTES, (3) ANY       
NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO REGISTERED OWNERS OF       
NOTES UNDER THE INDENTURE OR (4) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY     
DTC AS THE REGISTERED OWNER OF THE NOTES, OR BY PARTICIPANTS AS ASSIGNEES OF    
DTC AS THE REGISTERED OWNER OF EACH ISSUE OF NOTES.  THE RULES APPLICABLE TO    
DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE            
PROCEDURES OF DTC TO BE FOLLOWED IN DEALING WITH PARTICIPANTS AND INDIRECT      
PARTICIPANTS ARE ON FILE WITH DTC.                                              

If the Depository is at any time unwilling or unable to continue as   
Depository and a successor Depository is not appointed by the Company within    
90 days, the Company will issue individual Notes in definitive form in          
exchange for the Global Notes.  In addition, the Company may at any time and    
at its sole discretion determine not to have the Notes in the form of a global  
security, and, in such event, will issue individual Notes in definitive form    
in exchange for the Global Notes.  In either instance, the Company will issue   
Notes in definitive form, equal in aggregate principal amount to the Global     
Notes, in such names and in such principal amounts as the Depository shall      
direct.  Notes so issued in definitive form will be issued as fully registered  
Notes in denominations of $1,000 or any amount in excess thereof which is an    
integral multiple of $1,000.                                                    

DEFEASANCE    

The First Supplemental Indenture, dated as of August 1, 1994 provides 
that with respect to all series of Securities issued after the date thereof,    
all liability of the Company and Chevron in respect to any Outstanding          
Securities shall cease, terminate and be completely discharged IF either the    
Company or Chevron shall (a) deposit with the Trustee, in trust, at or before   
maturity, lawful money or direct obligations of the United States of America    
(or in the case of Securities denominated in a currency other than U.S.         
Dollars, of the government that issued such currency), or obligations the       
principal of and interest on which are guaranteed by the United States of       
America (or in the case of Securities denominated in a currency other than      
U.S. Dollars, guaranteed by the government that issued such currency), in such  
amounts and maturing at such times that the proceeds of such obligations to be  
received upon the respective maturities and interest payment dates will         
provide funds sufficient to pay the principal of and interest and any premium   
to maturity or to the redemption date, as the case may be, with respect to      
such Securities, and (b) deliver to the Trustee an Opinion of Counsel to the    
effect that the Holders of such Securities will not recognize income, gain or   
loss for federal income tax purposes as a result of such discharge.  All        
obligations of Chevron to comply with certain covenants applicable to any       
Outstanding Securities, including those described herein under "Covenants of    
Chevron", shall cease IF Chevron or the Company shall deposit with the          
Trustee, in trust, at or before maturity, lawful money or direct obligations    
of the United States of America (or in the case of Securities denominated in a  
currency other than U.S. Dollars, of the government that issued such            
currency), or obligations the principal of and interest on which are            
guaranteed by the United States of America (or in the case of Securities        
denominated in a currency other than U.S. Dollars, by the government that       
issued such currency), in such amounts and maturing at such times that the      
proceeds of such obligations to be received upon the respective maturities and  
interest payment dates will provide funds sufficient to pay the principal of    
and interest and any premium to maturity or to the redemption date, as the      
case may be, with respect to such Securities.                                   

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The following documents filed by Chevron with the Securities Exchange 
Commission are incorporated herein by reference and made a part hereof:         

(1)   Chevron's Annual Report on Form 10-K for the year ended         
December 31, 1993.                                        

   (2)   Chevron's Quarterly Report on Form 10-Q for the quarter ended March
31, 1994.                                                 

  (3)   Chevron's Quarterly Report on Form 10-Q for the quarter ended June
30, 1994.                                                 

(4)   Chevron's Current Report on Form 8-K, dated July 26, 1994.      

(5)   Chevron's Current Report on Form 8-K, dated August 3, 1994.     

All documents filed by Chevron pursuant to Sections 13, 14 or 15(d) of the      
Exchange Act after the date hereof and prior to the termination of the          
distribution of the Notes shall also be deemed to be incorporated by reference  
herein and be a part hereof from the date of filing of such documents.  Any     
statement contained herein or in a document incorporated or deemed to be        
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes of this Prospectus to the extent that a statement contained        
herein or in any subsequently filed document which also is or is deemed to be   
incorporated by reference herein modifies or supersedes such statement.  Any    
such statement so modified or superseded shall not be deemed, except as so      
modified or superseded, to constitute a part of this Prospectus.                

Upon written or oral request, Chevron will provide, without charge, to
each person to whom a copy of this Prospectus has been delivered a copy of any  
or all of the documents (without exhibits other than exhibits specifically      
incorporated by reference into such documents) incorporated by reference into   
this Prospectus.  Requests for such copies should be directed to:  Chevron      
Corporation, 225 Bush Street, San Francisco, California 94104, Attention:       
Office of the Comptroller (telephone:  (415) 894-7700).                         

CHEVRON       

Chevron Corporation is a major international oil company.  It provides
administrative, financial and management support for, and manages its           
investment in, domestic and foreign subsidiaries and affiliates, which engage   
in fully integrated petroleum operations, chemical operations, real estate      
development and other mineral and energy related activities in the United       
States and approximately 100 other countries.  Petroleum operations consist of  
exploring for, developing and producing crude oil and natural gas;              
transporting crude oil, natural gas and petroleum products by pipelines,        
marine vessels and motor equipment; refining crude oil into finished petroleum  
products; and marketing crude oil, natural gas and the many products derived    
from petroleum.  Chemical operations include the manufacture and marketing of   
a wide range of chemicals primarily for industrial uses.                        

Chevron's executive offices are located at 225 Bush Street, San       
Francisco, California 94104.  Chevron's telephone number is (415) 894-7700.     

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CAPITALIZATION OF CHEVRON     

The capitalization of Chevron and its consolidated subsidiaries as of 
June 30, 1994 is set forth in the following table.                              

                                                        JUNE 30,
                                                        1994
                                                       -------------
                                                       (unaudited)
                                                       (in millions)
                                                       -------------
Short-term debt ..........................................       $ 4,296    
Long-term debt:                                                             
 Long-term debt ......................................         3,683
 Capital lease obligations ...........................           194
                                                          ----------
        Total debt ...................................       $ 8,173
                                                          ==========
Stockholders' equity:                                                       
 Preferred Stock--$1.00 par value ....................           ---
Authorized--100,000,000 shares                            
Issued--None                                              
 Common Stock--$1.50 par value .......................       $ 1,069
Authorized--1,000,000,000 shares                          
Issued--712,487,068 shares                                
 Capital in excess of par value ......................         1,856
Deferred Compensation--Employee Stock                             
   Ownership Plan .....................................          (889)
 Currency translation adjustment and other ...........           212
 Retained earnings ...................................        14,005
  Treasury Stock, at cost (60,803,958 shares) .........        (2,065)
                                                          ----------
     Total stockholders' equity ......................       $14,188
                                                          ----------
     Total debt and stockholders' equity .............       $22,361
                                                          ==========

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 SELECTED FINANCIAL INFORMATION OF CHEVRON
AND RATIO OF EARNINGS TO FIXED CHARGES

   The selected financial information presented in the table below should be
read in conjunction with the consolidated financial statements and related      
notes contained in Chevron's Annual Report on Form 10-K for the year ended      
December 31, 1993 referred to herein under "Incorporation of Certain Documents  
by Reference."  The selected financial information for each of the five years   
in the period ended December 31, 1993 has been derived from audited financial   
statements, while the amounts for the six months ended June 30, 1994 have been  
derived from unaudited financial statements.  Chevron adopted Statements of     
Financial Accounting Standards No. 106, "Employers' Accounting for              
Postretirement Benefits Other Than Pensions" and No. 109, "Accounting for       
Income Taxes", effective  January 1, 1992.  To conform to the presentation      
adopted in 1993, the 1992 and 1991 "Sales and other operating revenues" and     
"Total costs" have been reclassified to net certain offsetting crude oil        
purchases and sales contracts.  The reclassification had no effect on net       
income.                                                                         
Six                       
Months                      
Ended                       
             June 30,            Year Ended December 31,
                       -------- --------------------------------------------
Dollars in millions        1994     1993     1992     1991     1990     1989    
-------------------      -------- -------- -------- -------- -------- --------  
Sales and other                                                                 
operating revenues ....  $16,807  $36,191  $38,212  $38,118  $41,540  $31,916 
Equity in net                                                                   
income of affiliates                                                          
and other income .....      281      891    1,465      825    1,026      869
Total costs ............   15,906   34,656   36,214   36,691   38,353   31,479  
                       -------- -------- -------- -------- -------- --------
Income before income tax                                                        
expense and cumulative                                                        
effect of changes in                                                        
accounting                                                                
  principles ......... $  1,182  $ 2,426  $ 3,463  $ 2,252  $ 4,213  $ 1,306

Income tax expense .....      537    1,161    1,253      959    2,056    1,055  
                       -------- -------- -------- -------- -------- --------
Income before cumulative                                                        
effect of changes in                                                          
accounting                                                                  
 principles .......... $    645  $ 1,265  $ 2,210  $ 1,293  $ 2,157  $   251
Cumulative effect of                                                            
changes in accounting                                                         
principles ...........       --       --     (641)      --       --       --
                       -------- -------- -------- -------- -------- --------
Net income .............  $   645  $ 1,265  $ 1,569  $ 1,293  $ 2,157  $   251  
                       ======== ======== ======== ======== ======== ========

Ratio of earnings to                                                            
fixed charges of                                                              
Chevron on a total                                                          
 enterprise basis ....     5.09     5.23     6.35     4.34     6.07     2.75

 The ratio of earnings to fixed charges set forth in the table above are
computed using amounts for Chevron as a whole, including its majority owned     
subsidiaries and its proportionate share of 50 percent owned entities           
(primarily the Caltex Group of Companies).  For the purpose of determining      
earnings in the calculation of the ratios, equity in net income of less than    
50 percent owned affiliates is adjusted to the amounts of distributions         
received (but not undistributed amounts).  In addition, consolidated income     
before cumulative effect of changes in accounting principles is increased by    
income taxes, previously capitalized interest charged to earnings during the    
period, the minority interest's share of net income, and fixed charges,         
excluding capitalized interest.  Fixed charges consist of interest on debt      
(including capitalized interest and amortization of debt discount and expense)  
and a portion of rentals determined to be representative of interest.           

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UNDERWRITING      

The Company has agreed to sell to the Underwriters named below (the   
"Underwriters") and each of the Underwriters has severally agreed, subject to   
the terms and conditions set forth in the Underwriting Agreement, to purchase   
from the Company the principal amount of the Notes set forth opposite its name  
below at a purchase price equal to 99.161% of their principal amount.           

                                                         Principal
                                                         Amount of
Underwriters                                                  Notes     
------------                                              ------------  
Goldman, Sachs & Co.  ..................................  $125,000,000  
Chase Securities, Inc. .................................  $100,000,000  
UBS Securities Inc. ....................................  $100,000,000  
PaineWebber Incorporated ...............................   $25,000,000  
                                                        ------------
  TOTAL  .............................................  $350,000,000

Under the terms and conditions of the Underwriting Agreement, the     
Underwriters are committed to take and pay for all of the Notes, if any are     
taken.                                                                          

The Company has been advised by the Underwriters that they propose    
initially to offer the Notes in part directly to the public at the public       
offering price set forth on the cover page of this Prospectus Supplement, and   
in part to certain securities dealers at such price less a concession not in    
excess of .250% of the principal amount of the Notes.  The Underwriters may     
allow, and such dealers may reallow, a concession not in excess of .125% of     
the principal amount of the Notes to certain brokers and dealers.  After the    
Notes are released for sale to the public, the offering price and other         
selling terms may be changed from time to time by the Underwriters.             

The Notes are a new issue of securities with no established trading   
market.  The Company and Chevron have been advised by the Underwriters that     
the Underwriters intend to make a market in the Notes, but are not obligated    
to do so and may discontinue market making at any time without notice.  No      
assurance can be given as to the liquidity of the trading market for the        
Notes.  The Company has no intention to list the Notes on any securities        
exchange.                                                                       

   The Company and Chevron have agreed to indemnify the several Underwriters
against certain liabilities, including liabilities under the Securities Act of  
1933, as amended, or to contribute to payments the several Underwriters may be  
required to make in respect of such liabilities.                                

LEGAL OPINIONS      

   The legality of the Notes will be passed upon on behalf of the Company by
Pillsbury Madison & Sutro, counsel to the Company, and on behalf of the         
Underwriters by Cleary, Gottlieb, Steen & Hamilton.  The validity of the        
Guarantee will be passed upon for Chevron by Pillsbury Madison & Sutro and for  
the Underwriters by Cleary, Gottlieb, Steen & Hamilton.                         

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PROSPECTUS                                                                      
----------                                                                      

CHEVRON CAPITAL U.S.A. INC.     

Guaranteed Debt Securities      

Payment of Principal and any Premium and Interest     
on the Securities is Guaranteed by      

CHEVRON CORPORATION   

Chevron Capital U.S.A. Inc., a Delaware corporation (the "Issuer" or  
"Company"), may offer from time to time debt securities (the "Securities") up   
to an amount resulting in aggregate proceeds of $750,000,000 (or if the         
Securities are denominated in another currency the equivalent thereof at the    
time of the offering) to the Company, which will be offered to the public on    
terms determined by market conditions at the time of sale and which will be     
guaranteed by Chevron Corporation (the "Guarantor" or "Chevron").  The          
Securities may be issued in one or more series (the "Series"), with the same    
or various maturities at par, at a premium, or with an original issue           
discount.  The Company may offer Securities through underwriters or agents, or  
directly to investors or dealers.  See "Plan of Distribution." As used herein,  
Securities include securities denominated in U.S. dollars or, at the option of  
the Company and as specified in the applicable Prospectus Supplement, in any    
other currency, including composite currencies such as the European Currency    
Unit ("ECU").                                                                   

The specific designation, aggregate principal amount, purchase price, 
maturity, interest rate or rates or method of calculating such rate or rates,   
interest payment dates, any redemption provisions (including any sinking fund)  
of the Securities and the name and compensation of any agent, dealer or         
underwriter in connection with the sale of the Securities with respect to       
which this Prospectus is being delivered are set forth in the accompanying      
Prospectus Supplement (the "Prospectus Supplement") together with the terms of  
offering of the Securities.                                                     

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION 
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
 ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is December 12, 1988. 

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AVAILABLE INFORMATION   

Chevron is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files     
reports, proxy statements and other information with the Securities and         
Exchange Commission (the "Commission").  All of the reports, proxy statements   
and other documents filed by Chevron with the Commission, including the         
documents incorporated by reference herein, can be inspected and copied at the  
public reference facilities maintained by the Commission at 450 Fifth           
Street, N.W., Washington, D.C. 20549; 26 Federal Plaza, New York, N.Y. 10007;   
230 South Dearborn Street, Chicago, Illinois 60604.  Copies of all such         
reports, proxy statements and other documents can also be obtained from the     
Public Reference Section of the Commission at 450 Fifth Street, N.W.,           
Washington, D.C. 20549 at prescribed rates.  Such reports, proxy statements     
and other information concerning Chevron may also be inspected and copied at    
the offices of the New York Stock Exchange, Inc., the Midwest Stock Exchange    
and the Pacific Stock Exchange.                                                 

Chevron will furnish without charge to each person to whom this       
Prospectus is delivered, upon request, a copy of any or all of the documents    
described below under "Incorporation of Certain Documents by Reference," other  
than exhibits to such documents.  Requests should be directed to:               

Chevron Corporation           
225 Bush Street               
San Francisco, CA 94104       
Attention: Treasurer          
Telephone: (415) 894-7700     

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE         

The following documents filed by Chevron with the Commission are      
incorporated herein by reference and made a part hereof.  Such documents are    
available as described under "Available Information." Each prospective          
purchaser is invited to obtain and read such documents for information about    
Chevron.                                                                        

(a)   Chevron's Annual Report on Form 10-K for the year ended         
December 31, 1987.                                                              

  (b)   Chevron's Current Report on Form 8-K, filed with the Commission on
April 20, 1988, which Current Report contains Chevron's announcement of its     
adoption of Statement of Financial Accounting Standards No. 96 ("Accounting     
for Income Taxes") retroactive to January 1, 1986.                              

(c)   Chevron's Quarterly Report on Form 10-Q for the quarter ended   
March 31, 1988.                                                                 

 (d)   Chevron's Current Report on Form 8-K filed with the Commission on
May 27, 1988, which Current Report contains Chevron's audited 1986 and 1987     
financial statements and Management's Discussion and Analysis of Financial      
Condition and Results of Operations ("Management's Discussion") restated to     
conform to the provisions of Statement of Financial Accounting Standards        
No. 96 ("Accounting for Income Taxes").  Such restated financial statements     
and Management's Discussion supersede the financial statements and              
Management's Discussion included in Chevron's Annual Report on Form 10-K        
referred to above and those in Chevron's Annual Report on Form 10-K for the     
year ended December 31, 1986.                                                   

(e)   Chevron's Quarterly Report on Form 10-Q for the quarter ended   
June 30, 1988.                                                                  

 (f)   Chevron's Current Report on Form 8-K filed with the Commission on
October 11, 1988.                                                               

(g)   Chevron's Quarterly Report on Form 10-Q for the quarter ended   
September 30, 1988.                                                             

 (h)   Chevron's Current Report on Form 8-K filed with the Commission on
November 23, 1988.                                                              

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   All documents filed by Chevron pursuant to Section 13, 14 or 15(d) of the
Securities Exchange Act of 1934 (with the exception of annual reports on        
Form 11-K of employee benefit plans) after the date hereof and prior to the     
termination of the distribution of the Securities shall also be deemed to be    
incorporated by reference herein and be a part hereof from the date of filing   
of such documents.                                                              
__________________    

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY   
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR  
THE PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFERING MADE HEREBY AND, IF   
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS   
HAVING BEEN AUTHORIZED BY CHEVRON OR THE COMPANY.  THIS PROSPECTUS DOES NOT     
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE     
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS       
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.  NEITHER THE  
DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY              
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE       
AFFAIRS OF CHEVRON OR THE COMPANY SINCE ANY OF THE DATES AS OF WHICH            
INFORMATION IS FURNISHED HEREIN OR THE DATE HEREOF.                             

 CHEVRON CORPORATION

Chevron is a major international oil company which, through its       
subsidiaries and affiliates, has activities in the United States of America     
and approximately 95 other countries.  Chevron (1) engages in worldwide,        
integrated petroleum operations which consist of exploring for, developing and  
producing crude oil and natural gas; transporting crude oil, natural gas and    
petroleum products by pipelines, marine vessels and motor equipment; refining   
crude oil into finished products; and marketing crude oil, natural gas and the  
many products derived from petroleum.                                           

 Chevron and its affiliates own and have interests in operations located
throughout the world which manufacture and market a wide range of chemicals     
and fertilizers for industrial, agricultural and residential uses.  In          
addition, Chevron and its affiliates explore for, produce and market coal and   
other minerals and participate in geothermal projects.  Finally, Chevron        
engages in real estate development.                                             

Chevron was incorporated in the State of Delaware on January 27, 1926.
Chevron's executive offices are located at 225 Bush Street, San Francisco,      
California 94104 (telephone number: 415-894-7700).                              

--------------------                                                            
  (1) As used in this Prospectus or in the Prospectus Supplement, the term
"Chevron" may, depending upon the context, refer to Chevron Corporation or to   
Chevron Corporation and its consolidated subsidiaries taken as a whole, but     
unless the context clearly indicates otherwise, should not be read to include   
"affiliates" of Chevron (those companies owned approximately 50% or less).      

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CAPITALIZATION OF CHEVRON       

The capitalization of Chevron and its consolidated subsidiaries as of 
September 30, 1988 is set forth in the following table.                         

                                                 SEPTEMBER 30,
                                                1988
                                                 -------------
                                                 (UNAUDITED)
                                                 (IN MILLIONS)

Short-term debt: ....................................     $   780       
Long-term debt:                                                         
Long-term debt: ..................................       5,934    
Capital lease obligations ........................         310    
                                                  ------------
    Total debt................................       7,024
                                                  ------------
Stockholders' equity:                                                           
Preferred Stock - $1.00 par value ................          --    
Authorized - 100,000,000 shares.                  
Issues - None                                     
Common Stock - $3.00 par value ...................       1,026    
Authorized - 500,000,000 shares                   
Issued - 342,109,258 shares                       
Capital in excess of par value ...................         874    
Currency translation adjustment ..................          74    
Retained earnings  ...............................      12,830    
                                                  ------------
     Total stockholders' equity ..............      14,804
                                                  ------------
     Total debt and stockholders' equity .....    $ 21,828
                                                  ============

 SELECTED FINANCIAL INFORMATION OF CHEVRON
 AND RATIOS OF EARNINGS TO FIXED CHARGES

   The selected financial information presented in the table below should be
read in conjunction with the consolidated financial statements and related      
notes contained in Chevron's Current Report on Form 8-K filed May 27, 1988      
referred to herein under "Incorporation of Certain Documents by Reference".     
The selected financial information for each of the five years in the period     
ended December 31, 1987 have been derived from audited financial statements,    
while the amounts for the nine months ended September 30, 1988 have been        
derived from unaudited financial statements.  Gulf Corporation's results have   
been included on a consolidated basis from May 1, 1984.  The financial          
statements for the periods commencing January 1, 1986 conform to the            
provisions of Statement of Financial Accounting Standards No. 96 ("Accounting   
for Income Taxes").                                                             

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                                                                  NINE
                                                                  MONTHS
                                                                   ENDED
                               YEAR ENDED DECEMBER 31,             SEPT. 30,
                  --------------------------------------------    ----------
Dollars in Millions   1983     1984     1985     1986     1987         1988     
------------------- -------- -------- -------- -------- --------    ----------  
Sales and other                                                                 
operating revenues. $28,411  $46,173  $43,845  $26,245  $28,106       $20,990 
Equity in net income                                                            
of affiliates                                                                 
and other income..     771    1,194    1,480    1,086    1,014         1,008
Total costs ........  26,250   43,304   40,517   25,595   26,348        19,538  
                  -------- -------- -------- -------- --------    ----------
Income before taxes                                                             
on income and                                                                 
cumulative effect                                                           
of change in                                                              
accounting                                                              
   principle ..... $ 2,932  $ 4,063  $ 4,808  $ 1,736  $ 2,772       $ 2,460
Provision for                                                                   
taxes on income ...   1,342    2,529    3,261     (135)   1,522           867 
Cumulative effect of                                                            
change in                                                                     
accounting                                                                  
 principle .......      --       --       --  ( 3,282)      --            --
                  -------- -------- -------- -------- --------    ----------
Net income ......... $ 1,590  $ 1,534  $ 1,547  $(1,411) $ 1,250       $ 1,593  
                  ======== ======== ======== ======== ========    ==========

Ratio of earnings                                                               
to fixed charges                                                              
of Chevron on a                                                             
total enterprise                                                          
  basis ..........  12.64      4.02     4.44     2.80     3.99          5.05

  The ratios of earnings to fixed charges set forth in the table above are
computed using amounts for Chevron as a whole, including its majority-owned     
subsidiaries and its proportionate share of 50% owned entities (primarily the   
Caltex Group of Companies).  For the purpose of determining earnings in the     
calculation of the ratios, equity in net income of less than 50% owned          
affiliates is adjusted to the amounts of distributions received (but not        
undistributed amounts).  In addition, consolidated net income before the        
cumulative effect of change in accounting principle is increased by income      
taxes, previously capitalized interest charged to earnings during the period,   
the minority interest's share of net income, and fixed charges, excluding       
capitalized interest.  Fixed charges consist of interest on debt (including     
capitalized interest and amortization of debt discount and expense) and a       
portion of rentals determined to be representative of interest.                 

THE COMPANY             

The Company, an indirect wholly owned subsidiary of Chevron, is a     
Delaware corporation which was incorporated on July 16, 1984.  Its principal    
executive offices are located at 225 Bush Street, San Francisco, California     
94104 (telephone number: 415-894-7700).  The Company's business activities      
consist primarily of providing funds to its sole stockholder, Chevron U.S.A.    
Inc., a wholly owned subsidiary of Chevron, for general corporate purposes.     

USE OF PROCEEDS         

The net proceeds from the sale of the Securities will be provided to  
Chevron U.S.A. Inc. for use in refinancing a portion of the existing            
commercial paper borrowings or long-term debt of Chevron U.S.A. Inc. and        
subsidiaries of Chevron U.S.A. Inc. which are incorporated under the laws of    
one of the States of the United States of America.                              

DESCRIPTION OF SECURITIES       

The Securities will be issued under an Indenture, dated as of May 15, 
1987, among the Company, Chevron and The Chase Manhattan Bank (National         
Association), as Trustee (the "Trustee").  The Indenture provides that          

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Securities may be issued thereunder without limitation as to aggregate          
principal amount.  See "Description of Indenture."                              

  Reference is made to the applicable Prospectus Supplement for any Series
of Securities for the following terms:  (1) the designation of such Series of   
Securities, (2) the aggregate principal amount of such Series of Securities,    
(3) the stated maturity for payment of principal of such Series of Securities   
and any sinking fund or analogous provisions, (4) the rate or rates at which    
such Series of Securities shall bear interest or the method of calculating      
such rate or rates of interest and the interest payment dates for such Series   
of Securities, (5) the place or places where such Series of Securities may be   
presented for payment and for transfer and exchange, (6) the redemption date    
or dates, if any, and the redemption price or prices and other applicable       
redemption provisions for such Series of Securities, (7) the denominations in   
which such Series of Securities shall be issuable (if other than denominations  
of $1,000 and any integral multiple thereof) and the form (fully registered,    
coupon or both), (8) the currency or composite currency in which principal and  
interest on such Series of Securities may be payable (if other than U.S.        
dollars), (9) the basis upon which interest on such Series of Securities shall  
be computed (if other than on the basis of a 360-day year of twelve 30-day      
months), (10) if other than the principal amount thereof, the portion of the    
principal amount of such Series of Securities which shall be payable upon       
declaration of acceleration of the maturity thereof pursuant to the Indenture,  
(11) the person or persons who shall be registrar for such Series of            
Securities, and the place or places where the Register of such Series of        
Securities shall be kept, (12) the Record Date or Dates for purposes of         
determining to whom interest shall be paid on Securities of such Series if in   
registered form, (13) any additional Events of Default with respect to such     
Series of Securities not set forth herein, (14) any additional covenants of     
the Guarantor or the Company with respect to such Series of Securities not set  
forth herein and the applicability of certain covenants of the Guarantor set    
forth herein to such Series of Securities, and (15) the terms and conditions,   
if any, upon which any Securities of such Series may or shall be converted      
into other instruments or other forms of property.                              

DESCRIPTION OF INDENTURE        

THE FOLLOWING DESCRIPTIVE STATEMENTS RELATING TO THE INDENTURE ARE    
SUMMARIES AND DO NOT PURPORT TO BE COMPLETE.  SUCH SUMMARIES MAKE USE OF TERMS  
DEFINED IN THE INDENTURE AND ARE QUALIFIED IN THEIR ENTIRETY BY EXPRESS         
REFERENCE TO THE INDENTURE AND THE CITED PROVISIONS THEREOF, A COPY OF WHICH    
IS FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT.                           

GUARANTEE                                                                       

 Under the terms of the Indenture and subject to the provisions thereof,
Chevron unconditionally guarantees to the holders from time to time of the      
Securities:  (a) the full and prompt payment of the principal of and any        
redemption premium on any Securities when and as the same shall become due,     
whether at the stated maturity thereof, by acceleration, call for redemption    
or otherwise and (b) the full and prompt payment of the interest on any         
Securities when and as the same shall become due.  The Guarantee will remain    
in effect until the entire principal of, and interest and premium if any on,    
the Securities shall have been paid in full or otherwise discharged in          
accordance with the provisions of the Indenture.  In the event of a default in  
the payment of principal of or any premium on any Security when and as the      
same shall become due, whether at the stated maturity thereof, by               
acceleration, call for redemption or otherwise, or in the event of a default    
in any sinking fund payment, or in the event of a default in the payment of     
any interest on any Security when and as the same shall become due, the         
Trustee has the right to proceed first and directly against Chevron without     
first proceeding against the Company or exhausting any other remedies which it  
may have.                                                                       

COVENANTS OF THE GUARANTOR                                                      

CORPORATE EXISTENCE.  Chevron covenants that so long as any of the    
Securities are outstanding, it will maintain its corporate existence, will not  
dissolve, sell or otherwise dispose of all or substantially all of its assets   
and will not consolidate with or merge into another corporation or permit one   
or more other corporations to consolidate with or merge into it; provided that  
Chevron may consolidate with or merge into another corporation or permit one    
or more other corporations to consolidate with or merge into it, or sell or     
otherwise transfer to another                                                   

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corporation all or substantially all of its assets as an entirety and           
thereafter dissolve, if the surviving, resulting or transferee corporation, as  
the case may be, (i) shall be incorporated and existing under the laws of one   
of the States of the United States of America, (ii) assumes, if such            
corporation is not Chevron, all of the obligations of Chevron under the         
Indenture, and (iii) is not, after such transaction, otherwise in default       
under any provisions of the Indenture.                                          

SECURITIES TO BE SECURED IN CERTAIN EVENTS.  If, upon any permitted   
consolidation or merger of Chevron, any Principal Property would thereupon      
become subject to any mortgage, security interest, pledge, lien or other        
encumbrance (the "Attaching Lien"), Chevron, prior to any such consolidation    
or merger, will secure the outstanding Securities (together with, if Chevron    
shall so determine, any other indebtedness of or guaranteed by Chevron ranking  
equally with the Securities and then existing or thereafter created), equally   
and ratably with the debt or other obligation secured by the Attaching Lien,    
unless such debt or other obligation secured by the Attaching Lien could have   
been incurred by the Guarantor or a Restricted Subsidiary without its being     
required by the provisions of the covenant "Limitations on Liens" described     
below (whether or not such covenant may be applicable to any Series of          
Securities) to secure the Securities equally and ratably with the debt or       
other obligation secured by the Attaching Lien.                                 

The Indenture defines "Restricted Subsidiary" as any Subsidiary of    
Chevron that has substantially all of its assets located in the United States   
of America and owns a Principal Property, and in which Chevron's direct or      
indirect capital investment together with the outstanding balance of (i) any    
loans or advances made to such Subsidiary by Chevron or any other Subsidiary    
and (ii) any debt of such Subsidiary guaranteed by Chevron or any other         
Subsidiary exceeds $100 million.  The term "Principal Property" is defined as   
any oil or gas producing property located in the United States, onshore or      
offshore, or any refinery or manufacturing plant located in the United States,  
in each case now owned or hereafter acquired by Chevron or a Restricted         
Subsidiary, except any oil or gas producing property, refinery or plant that    
in the opinion of the Board of Directors of Chevron is not of material          
importance to the total business conducted by Chevron and its consolidated      
subsidiaries.  The term "Subsidiary" of Chevron is defined as any corporation   
at least a majority of the outstanding securities of which having ordinary      
voting power (other than securities having such power only by reason of the     
happening of a contingency) is owned by Chevron or by one or more Subsidiaries  
or by Chevron and one or more Subsidiaries.                                     

OPTIONAL COVENANTS OF THE GUARANTOR                                             

  LIMITATIONS ON LIENS.  This covenant applies to all Series of Securities
unless made inapplicable to any particular Series of Securities at the time of  
issuance thereof.  REFERENCE SHOULD BE MADE TO THE PROSPECTUS SUPPLEMENT FOR    
THE PARTICULAR SERIES AS TO WHETHER THIS COVENANT HAS BEEN MADE INAPPLICABLE    
TO SUCH SERIES.                                                                 

Chevron covenants that it will not itself and will not permit any     
Restricted Subsidiary to issue, assume or guarantee any notes, bonds,           
debentures or other similar evidences of indebtedness for money borrowed        
(notes, bonds, debentures or other similar evidences of indebtedness for money  
borrowed being hereinafter called "Debt") secured by a pledge of, or mortgage   
or lien on (mortgages, pledges and liens being hereinafter called "liens"),     
any of Chevron's or any Restricted Subsidiary's Principal Properties or any     
shares of stock of or indebtedness of any Restricted Subsidiary (such           
Principal Properties, stock and indebtedness being sometimes hereinafter        
collectively referred to as "Property"), without effectively providing that     
the Securities (together with, if Chevron shall so determine, any other Debt    
of the Guarantor or such Restricted Subsidiary then existing or thereafter      
created ranking equally with the Securities, including guarantees of            
indebtedness of others) shall be secured equally and ratably with (or prior     
to) such Debt, so long as such Debt shall be so secured, except that this       
covenant shall not apply to Debt secured by:                                    

(1)     liens on Property of any corporation existing at the time such
corporation becomes a Restricted Subsidiary;                                    

  (2)     liens on Property existing at the time of acquisition thereof or
to secure the payment of all or any part of the purchase price thereof or to    
secure any Debt incurred prior to, at the time of or within 24 months after     
the acquisition of such Property for the purpose of financing all or any part   
of the purchase price thereof;                                                  

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(3)     liens on particular Property to secure any Debt incurred to   
provide funds for all or any part of the cost of exploration, drilling or       
development of such Property or the cost of improvements to such Property;      

(4)     liens which secure Debt owing by a Restricted Subsidiary to   
Chevron or any Subsidiary;                                                      

(5)     liens on personal property, other than shares of stock or     
indebtedness of any Restricted Subsidiary, to secure loans maturing not more    
than one year from the date of the creation thereof;                            

 (6)     liens on Property to secure Debt or other indebtedness incurred
in connection with any financings done in accordance with the provisions of     
Section 103 of the Internal Revenue Code of 1986; and                           

  (7)     any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any lien referred to in the  
foregoing clauses (1) to (6), inclusive, or of any Debt secured thereby;        
provided that such extension, renewal or replacement mortgage shall be limited  
to all or any part of the same Property that secured the lien extended,         
renewed or replaced (plus improvements on such Property).                       

   Notwithstanding the restrictions contained in this covenant, Chevron may,
and may permit any Restricted Subsidiary to, issue, assume or guarantee Debt    
secured by liens on property of the types to which this covenant applies and    
which are not excepted by clauses (1) through (7) above without equally and     
ratably securing the Securities, provided that the sum of all such Debt then    
being issued, assumed or guaranteed and the aggregate of Attributable Debt      
with respect to sale and leaseback arrangements of the Guarantor and any        
Restricted Subsidiary permitted by the covenant "Limitation on Sale and         
Leaseback" described below (whether or not such covenant may be applicable to   
any Series of Securities) does not exceed 10% of Chevron's Consolidated         
Adjusted Tangible Assets (as defined below) prior to the time such Debt was     
issued, assumed or guaranteed.                                                  

   The following types of transactions, among others, shall not be deemed to
create "Debt" secured by "liens" within the meaning of those terms as defined   
above:                                                                          

      (a)   the sale or other transfer of (i) oil, gas or other minerals
in place for a period of time until or in an amount such that, the    
purchaser will realize therefrom a specified amount of money (however 
determined) or a specified amount of such minerals, or (ii) any other 
interest in property of the character commonly referred to as a       
"production payment"; and                                             

        (b)   the mortgage or pledge of any property of the Guarantor or any
Subsidiary in favor of the United States, or any State, or any        
department, agency or instrumentality of either, to secure partial,   
progress, advance or other payments to the Guarantor or any Subsidiary
pursuant to the provisions of any contract or statute.                

The Indenture defines "Consolidated Adjusted Tangible Assets" as the  
consolidated total assets of Chevron and its subsidiaries as reflected in       
Chevron's most recent consolidated balance sheet prepared in accordance with    
Chevron's accounting policies and generally accepted accounting principles,     
less (i) goodwill, trademarks, trade names, patents, unamortized debt discount  
and expense, and other deferred charges, (ii) total current liabilities except  
for (1) notes and loans payable, (2) current maturities of long-term debt and   
(3) current maturities of obligations under capital leases, (iii) deferred      
credits and other non-current obligations (including minority interest in       
consolidated subsidiaries), and (iv) reserves--employee annuity plans and       
other reserves which may hereafter be defined in Chevron's accounting           
policies.                                                                       

   LIMITATION ON SALE AND LEASEBACK.  This covenant applies to all Series of
Securities unless made inapplicable to any particular Series of Securities at   
the time of issuance thereof.  REFERENCE SHOULD BE MADE TO THE PROSPECTUS       
SUPPLEMENT FOR THE PARTICULAR SERIES AS TO WHETHER THIS COVENANT HAS BEEN MADE  
INAPPLICABLE TO SUCH SERIES.                                                    

Chevron covenants that it will not itself, and will not permit any    
Restricted Subsidiary to, enter into any arrangement (except for temporary      
leases for a term of not more than 3 years, or except for sale or transfer and  
leaseback transactions involving the acquisition or improvement of Principal    
Properties, provided that the amount of consideration received at the time of   
sale or transfer by the Guarantor or such Restricted Subsidiary for the         

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property so sold or transferred shall be applied as set forth in subparagraph   
(2) below) with any bank, insurance company or other lender or investor, or to  
which any such lender or investor is a party, providing for the leasing to      
Chevron or any Restricted Subsidiary of any Principal Property which has been   
or is to be sold or transferred by Chevron or any Restricted Subsidiary to      
such lender or investor or to any person to whom funds have been or are to be   
advanced by such lender or investor on the security of such property unless,    
either:                                                                         

        (1)   Chevron or any Restricted Subsidiary could create Debt secured
 by a mortgage pursuant to the covenant "Limitations on Liens" described
 above on the property to be leased without equally and ratably securing
the Securities, or                                                    

       (2)   Chevron, within the 12 months preceding such sale or transfer
 or the 12 months following such sale or transfer, regardless of whether
such sale or transfer may have been made by Chevron or by a Restricted
Subsidiary, has applied or applies an amount equal to the greater of  
  (a) the net proceeds of the sale of the property leased pursuant to such
 arrangement or (b) the fair value of the property so leased at the time
of entering into such arrangement:                                    

            (i)   to the voluntary retirement of debt of Chevron or of a
        Restricted Subsidiary or debt of a Subsidiary guaranteed by Chevron,
        which debt matures by its terms more than one year after the date on
        which it was originally incurred (collectively herein called "funded
    debt"); provided that there shall be credited against the amount
   required by subparagraph (2) to be applied to the retirement of
funded debt an amount equal to:                             

                  (A)   the principal amount of any Securities delivered
           within the 12 months preceding such sale or transfer or the
            12 months following such sale or transfer to the Trustee for
voluntary retirement and cancellation, and      

                (B)  the principal amount of funded debt, other than
           Securities, voluntarily retired by Chevron within 12 months
before or after such sale; or                   

         (ii)  to the acquisition, development or improvement of a
Principal Property or Principal Properties.                 

  ADDITIONAL COVENANTS, IF ANY.  Any additional covenants of the Guarantor
with respect to any particular Series of Securities will be described in the    
Prospectus Supplement relating to such Series.                                  

EVENTS OF DEFAULT                                                               

The Indenture defines an "Event of Default" with respect to any       
particular Series of the Securities as being any one of the following events:   
(1) default in the payment of interest on any Security of that Series and the   
continuance of such default for 30 days; (2) default in the payment of the      
principal of or any premium on any Security of that Series when due whether at  
maturity, by proceedings for redemption, by declaration or otherwise; (3)       
default in the satisfaction of any sinking fund payment obligation relating to  
Securities of such Series when due and payable; (4) failure to comply with any  
other agreements contained in the Securities of that Series, the Indenture,     
any supplemental indenture or any resolution of the Board of Directors (or an   
authorized committee thereof) of the Company under which the Securities may     
have been issued and continuance of the default for the period and after the    
notice specified below; and (5) certain events of bankruptcy, insolvency or     
reorganization involving the Company or Chevron.                                

A default under clause (4) above is not an Event of Default until the 
Trustee or the holders of at least 25% in principal amount of all of the        
outstanding Securities of the Series benefitted by the agreement or covenant    
with respect to which a default has occurred notify the Company and the         
Guarantor of the default and such default has continued for a period of         
90 days after receipt by such parties of the notice.                            

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 If an Event of Default occurs with respect to the Securities of any one
or more particular Series and is continuing, the Trustee by notice to the       
Company, or the Holders of at least 25% in principal amount of all of the       
outstanding Securities of each such Series by notice to the Company and the     
Trustee, may declare the principal of and premium and accrued interest, if      
any, on all the Securities of that particular Series to be due and payable      
immediately.  Upon such declaration, the holders of a majority in principal     
amount of all of the Securities of that particular Series by notice to the      
Trustee may rescind an acceleration and its consequences if the rescission      
would not conflict with any judgment or decree by a court of competent          
jurisdiction and if all existing Events of Default have been cured or waived    
except nonpayment of principal or premium or interest, if any, that has become  
due solely because of the acceleration.                                         

 If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment   
of principal or any premium or interest on the Securities of the Series to      
which the default relates or to enforce the performance of any provision of     
such Series of Securities or the Indenture.                                     

The holders of a majority in principal amount of the outstanding      
Securities of any Series may waive any past or existing default with respect    
to such Series and its consequences, except a continuing default in the         
payment of the principal of or any premium or interest on such Securities or    
in respect of a covenant or provision of the Indenture which cannot be          
modified or amended without the consent of the holder of each Security so       
affected.                                                                       

MODIFICATIONS OF THE INDENTURE                                                  

The Indenture provides that the Company, Chevron and the Trustee may  
enter into a supplemental indenture to amend the Indenture or the Securities    
without the consent of any Security holder (1) to cure any ambiguity, defect    
or inconsistency; (2) to permit a successor to assume the Company's or          
Chevron's obligations under the Indenture; (3) to eliminate or change any       
provision of the Indenture if such does not adversely affect the rights of any  
outstanding Security holder; (4) to provide for the issuance of and establish   
the terms and conditions of Securities of any Series; (5) to add or change any  
of the provisions of the Indenture necessary to facilitate the issuance of      
Securities in bearer form; (6) to add to the covenants of the Company or        
Chevron further covenants, restrictions or conditions for the protection of     
the holders of all or any particular Series of Securities; or (7) to appoint,   
at the request of the Trustee a successor Trustee for a particular Series of    
Securities to act as such pursuant to the provisions of this Indenture.         

The Indenture and the rights and obligations of the Company, the      
Guarantor and of the holders of the Securities and any coupons issued           
thereunder may be modified or amended at any time with the consent of the       
holders of not less than a majority in aggregate principal amount of the        
Securities at the time outstanding; provided, however, that, without the        
express written consent of the holder or registered owner of the Securities     
affected, no such modification or amendment shall, among other things, change   
the fixed maturity or redemption date thereof, reduce the rate of interest      
thereon or alter the method of determining such rate of interest, extend the    
time of payment of interest, reduce the principal amount thereof, reduce any    
premium payable upon the redemption thereof, or change the coin or currency in  
which any Securities or the interest thereon is payable or impair the right to  
institute suit for the enforcement of any such payment, or reduce the           
percentage of the holders of such Securities whose consent is required for any  
such modification or amendment.                                                 

DEFEASANCE AND DISCHARGE                                                        

   If the Company or Chevron shall deposit with the Trustee, in trust, at or
before maturity, lawful money or direct obligations of the United States of     
America or obligations the principal of and interest on which are guaranteed    
by the United States of America in such amounts and maturing at such times      
that the proceeds of such obligations to be received upon the respective        
maturities and interest payment dates will provide funds sufficient to pay the  
principal of and interest and any premium to maturity or to the redemption      
date, as the case may be, with respect to any outstanding Securities, provided  
that, if such Securities are to be redeemed prior to the maturity thereof,      
notice of such redemption shall have been given as provided in the Indenture    
or provision satisfactory to the Trustee shall have been made for the giving    
of such notice, then all liability of the Company and Chevron in respect of     
such Securities and any coupons appertaining thereto shall cease, terminate     
and be completely discharged and the holders thereof shall thereafter be        
entitled only to payment out of the money or securities deposited with the      
Trustee as                                                                      

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aforesaid, except that the obligation of the Company duly and punctually to     
pay or cause to be paid the principal of and any interest and premium in        
respect of such Securities and any coupons appertaining thereto and the         
liability of the Company and the Guarantor in respect of such payment shall     
continue with respect to any Securities which shall have been listed for        
trading on The New York Stock Exchange until 10 days prior to the applicable    
payment date or dates with respect to such Securities or coupons, and shall     
continue with respect to any Securities (whether or not listed for trading on   
such exchange) until the Company or Chevron shall have paid or caused to be     
paid the principal of, and any interest or premium on, such Securities as and   
when the same become due and payable unless the Company shall have received     
from, or there shall have been published by, the United States Internal         
Revenue Service a ruling to the effect that the discharge of such obligation    
of the Company will not be deemed, or result in, a taxable event with respect   
to the holders of such Securities.                                              

GOVERNING LAW                                                                   

The Indenture and each Security are to be deemed to be a contract made
under the laws of the State of New York, and for all purposes are to be         
construed in accordance with such laws.                                         

CONCERNING THE TRUSTEE                                                          

   The Chase Manhattan Bank (National Association) New York, New York is the
Trustee.  In certain instances, the Company or the holders of a majority of     
the then outstanding principal amount of the Securities may remove the Trustee  
and appoint a successor Trustee.  The Trustee may become the owner of any of    
the Securities or of any of the coupons appurtenant thereto with the same       
rights it would have if it were not the Trustee.  The Trustee may become the    
owner or pledgee of the Securities.  The Trustee and any successor trustee      
must be a corporation organized and doing business under the laws of the        
United States or of any state, authorized under such laws to exercise           
corporate trust powers, having a combined capital and surplus of at least $100  
million and subject to examination by Federal or state or District of Columbia  
authority.  From time to time, the Trustee may also serve as Trustee under      
other indentures relating to securities issued by the Company, Chevron or       
affiliated companies and may engage in commercial transactions with the         
Company, Chevron and affiliated companies.                                      

PLAN OF DISTRIBUTION          

   The Securities may be sold in any one or more of the following ways:  (1)
directly to purchasers or a single purchaser, (2) through agents, (3) through   
dealers, or (4) through one or more underwriters acting alone or through        
underwriting syndicates led by one or more managing underwriters, each as may   
be named on the cover of a Prospectus Supplement relating to the Securities     
offered thereby.                                                                

  If the Securities described in a Prospectus Supplement are underwritten,
each underwriter of such Securities is named in such Prospectus Supplement,     
and only underwriters so named in such Prospectus Supplement shall be deemed    
to be underwriters in connection with the Securities offered thereby.  Such     
Prospectus Supplement also describes the discounts and commissions to be        
allowed or paid to the underwriters, all other items constituting underwriting  
compensation, the discounts and commissions to be allowed or paid to dealers,   
if any, and the exchanges, if any, on which the Securities will be listed.      

Securities may be sold directly by the Company or through agents      
designated by the Company from time to time.  Any agent involved in the offer   
or sale of the Securities and any commissions payable by the Company to such    
agent will be set forth in the Prospectus Supplement.  Unless otherwise         
indicated in the Prospectus Supplement, any such agent will be acting on a      
best efforts basis for the period of its appointment.                           

   If so indicated in such Prospectus Supplement, the Company will authorize
underwriters to solicit offers by certain institutions to purchase Securities   
from the Company at a price set forth in such Prospectus Supplement pursuant    
to Delayed Delivery Contracts providing for payment and delivery at a future    
date.                                                                           

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If so indicated in such Prospectus Supplement, the obligations of the 
underwriters will be subject to certain conditions precedent and, with respect  
to a sale of the Securities, the underwriters will be obligated to purchase     
all such Securities if any are purchased.                                       

The Company and Chevron will indemnify any underwriters and agents    
against certain civil liabilities, including liabilities under the Securities   
Act of 1933.  Underwriters and agents may engage in transactions with or        
perform services for the Company, Chevron and affiliated companies in the       
ordinary course of business.                                                    

LEGAL OPINIONS    

   The legality of the Securities offered hereby will be passed upon for the
Company and Chevron by Pillsbury, Madison & Sutro.  Members and associates of   
Pillsbury, Madison & Sutro participating in the consideration of legal matters  
relating to the Securities own in the aggregate approximately 5,000 shares of   
Chevron's Common Stock.                                                         

EXPERTS     

  The audited financial statements of Chevron incorporated by reference in
this Prospectus have been examined by Price Waterhouse, independent             
accountants.  The audited financial statements of the Caltex Group of           
Companies incorporated by reference in this Prospectus have been examined by    
Peat Marwick Main & Co., independent accountants.  Such financial statements    
have been so incorporated in reliance on the reports of the respective          
independent accountants given on the authority of such firms as experts in      
auditing and accounting.                                                        

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY  
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN      
THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH        
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN           
AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN  
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN  
THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR   
THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN     
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS      
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR          
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE      
INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT    
TO THE DATE OF SUCH INFORMATION.                                                

_________________             

TABLE OF CONTENTS             

PROSPECTUS SUPPLEMENT             
                                                      Page
                                                      --------

Description of the Notes ....................................      S-2          
Defeasance ..................................................      S-4          
Incorporation of Certain Documents by Reference .............      S-5          
Chevron .....................................................      S-5          
Capitalization of Chevron ...................................      S-6          
Selected Financial Information of Chevron                                       
and Ratio of Earnings to Fixed Charges ....................      S-7        
Underwriting ................................................      S-8          
Legal Opinions ..............................................      S-8          

PROSPECTUS                    

Available Information .......................................        2          
Incorporation of Certain Documents by Reference .............        2          
Chevron Corporation .........................................        3          
Capitalization of Chevron ...................................        4          
Selected Financial Information of Chevron                                       
and Ratio of Earnings to Fixed Charges ....................        4        
The Company .................................................        5          
Use of Proceeds .............................................        5          
Description of the Securities ...............................        5          
Description of the indenture ................................        6          
Plan of Distribution ........................................       11          
Legal Opinions ..............................................       12          
Experts .....................................................       12          

$350,000,000                

CHEVRON CAPITAL U.S.A. INC.               

7.45% GUARANTEED NOTES DUE 2004             
UNCONDITIONALLY GUARANTEED BY             
CHEVRON CORPORATION               

[LOGO]              

GOLDMAN, SACHS & CO.              
CHASE SECURITIES, INC.              
UBS SECURITIES INC.             
PAINEWEBBER INCORPORATED            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B2’ Filing		Date		First		Last			Other Filings
		8/15/04		1		2
		8/15/01		1		2
		2/15/95		1		2
		8/24/94		1
Filed on:		8/19/94
		8/17/94		1
		8/15/94		1		2
		8/3/94		5					8-K
		8/1/94		2		4			8-K,  8-K/A
		7/26/94		5					8-K
		6/30/94		5		7			10-Q
		3/31/94		5					10-Q
		12/31/93		5		7			10-K,  11-K
		1/1/92		7
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