CHEVRON CORP
10-K, 1995-03-30
PETROLEUM REFINING
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                                    1994
============================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K

           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended December 31, 1994
                                         -----------------

                                     OR

       [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

            For the transition period from             to  
                                           -----------    -----------
                       Commission File Number 1-368-2
                                              -------

                             CHEVRON CORPORATION

           (Exact name of registrant as specified in its charter)

                                             225 Bush Street,
    Delaware            94-0890210      San Francisco, California   94104
----------------  --------------------- ------------------------- -----------
 (State or other     (I.R.S. Employer     (Address of principal   (Zip Code)
 jurisdiction of  Identification Number)    executive offices)
incorporation or
  organization)

      Registrant's telephone number, including area code (415) 894-7700

          Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of Each Exchange
          Title of Each Class                         on Which Registered
---------------------------------------------   -----------------------------
Common stock par value $1.50 per share          New York Stock Exchange, Inc.
Preferred stock purchase rights                 Chicago Stock Exchange
                                                Pacific Stock Exchange

Sinking fund debentures:     9-3/8%, due 2016   New York Stock Exchange, Inc.

Securities guaranteed by Chevron Corporation:
  Chevron Capital U.S.A. Inc.
    Sinking fund debentures: 9-3/4%, due 2017   New York Stock Exchange, Inc.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X   No
                                                   -----   -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

      Aggregate market value of the voting stock held by nonaffiliates
                            of the Registrant
                As of February 28, 1995 - $30,975 million

           Number of Shares of Common Stock outstanding as of
                   February 28, 1995 - 651,937,188

                 DOCUMENTS INCORPORATED BY REFERENCE
                   (To The Extent Indicated Herein)

Notice of Annual Meeting and Proxy Statement Dated March 24, 1995 (in Part
III)

=============================================================================
<PAGE>
<PAGE>
                             TABLE OF CONTENTS
                                                              PAGE(S)
                                                    -------------------------
ITEM                                                YEAR 1994  MARCH 24, 1995
----                                                FORM 10-K    PROXY STMT.
                                                    ---------  --------------
                                   PART I

 1. Business . . . . . . . . . . . . . . . . . . . .     1            -
     (a) General Development of Business   . . . . .     1            -
     (b) Industry Segment and Geographic
         Area Information  . . . . . . . . . . . . .     5            -
     (c) Description of Business and Properties  . .     5            -
          Capital and Exploratory Expenditures . . .     6            -
          Petroleum - Exploration  . . . . . . . . .     7            -
          Petroleum - Oil and Natural Gas Production    11            -
            Production Levels  . . . . . . . . . . .    11            -
            Development Activities . . . . . . . . .    13            -
          Petroleum - Natural Gas Liquids  . . . . .    18            -
          Petroleum - Reserves and
          Contract Obligations . . . . . . . . . . .    19            -
          Petroleum - Refining . . . . . . . . . . .    20            -
          Petroleum - Refined Products Marketing . .    21            -
          Petroleum - Transportation . . . . . . . .    23            -
          Chemicals  . . . . . . . . . . . . . . . .    24            -
          Coal and Other Minerals  . . . . . . . . .    25            -
          Real Estate  . . . . . . . . . . . . . . .    26            -
          Research and Environmental Protection  . .    26            -
 2. Properties . . . . . . . . . . . . . . . . . . .    29            -
 3. Legal Proceedings  . . . . . . . . . . . . . . .    29            -
 4. Submission of Matters to a Vote of
    Security Holders . . . . . . . . . . . . . . . .    32            -
    Executive Officers of the Registrant . . . . . .    32            -

                                  PART II

 5. Market for the Registrant's Common Equity
    and Related Stockholder Matters  . . . . . . . .    34            -
 6. Selected Financial Data  . . . . . . . . . . . .    34            -
 7. Management's Discussion and Analysis of Financial
    Condition and Results of Operations  . . . . . .    34            -
 8. Financial Statements . . . . . . . . . . . . . .    34            -
 8. Supplementary Data - Quarterly Results . . . . .    34            -
    Supplementary Data - Oil and
                         Gas Producing Activities  .    34            -
 9. Changes in and Disagreements with Accountants
    on Accounting and Financial Disclosure . . . . .    34            -

                                 PART III

10. Directors and Executive Officers
    of the Registrant  . . . . . . . . . . . . . . .    34           2-4
11. Executive Compensation . . . . . . . . . . . . .    34          11-13
12. Security Ownership of Certain Beneficial Owners
    and Management . . . . . . . . . . . . . . . . .    34            5
13. Certain Relationships and Related Transactions .    34            -

                                 PART IV

14. Exhibits, Financial Statement Schedules,
    and Reports on Form 8-K  . . . . . . . . . . . .    35            -
<PAGE>
<PAGE>
                                    PART I

ITEM 1. BUSINESS

  (a) GENERAL DEVELOPMENT OF BUSINESS

SUMMARY DESCRIPTION OF CHEVRON
------------------------------
Chevron Corporation (1), a Delaware corporation, is a major international oil
company. It provides administrative, financial and management support for, and
manages its investments 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 for industrial uses.

Incorporated in Delaware in 1926 as Standard Oil Company of California, the
company adopted the name Chevron Corporation in 1984. Domestic integrated
petroleum operations are conducted primarily through three divisions of the
company's wholly owned Chevron U.S.A. Inc. subsidiary. Exploration and
production ("upstream") operations in the United States are carried out
through Chevron U.S.A. Production Company. U.S. refining and marketing
("downstream") activities are performed by Chevron U.S.A. Products Company.
Warren Petroleum Company engages in all phases of the domestic natural gas
liquids business. A list of the company's major subsidiaries is presented on
page EX-2 of this Annual Report on Form 10-K. As of December 31, 1994, Chevron
had 45,758 employees, 77 percent of whom were employed in U.S. operations.

OVERVIEW OF PETROLEUM INDUSTRY
------------------------------
Petroleum industry operations and profitability are influenced by a large
number of factors, over some of which individual oil and gas companies have
little control. Governmental attitudes and policies, particularly in the areas
of taxation, energy and the environment, have a significant impact on
petroleum activities, regulating where and how companies conduct their
operations and formulate their products and, in some cases, limiting their
profits directly. Prices for crude oil and natural gas, petroleum products and
petrochemicals are determined by supply and demand for these commodities. OPEC
member countries are the world's swing producers of crude oil and their
production levels are the primary driver in determining worldwide supply.
Demand for crude oil and its products and natural gas is largely driven by the
health of local, national and worldwide economies, although weather patterns
and taxation relative to other energy sources also play a significant part.
Natural gas is generally produced and consumed on a country or regional basis.
Its largest use is for electrical generation, where it competes with other
energy fuels.

CURRENT OPERATING ENVIRONMENT
-----------------------------
After starting the year at a five-year low, crude oil prices rebounded in the
second quarter of 1994 on news of OPEC's decision at their March 1994 meeting
to hold production at their current level of 24.5 million barrels per day for
the balance of the year (subsequently extended through 1995) and concern of
supply disruptions due to local disturbances in Nigeria. Crude oil prices
began to fall in August and continued to trend downward through the end of the
year due to ample crude supplies, settlement of the Nigerian oil 

------------------
(1)  As used in this report, the term "Chevron" and such terms as "the
     company," "the corporation," "our," "we," and "us" may refer to Chevron
     Corporation, one or more of its consolidated subsidiaries, or to all of
     them 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 percent or less).

     As used in this report, the term "Caltex" may refer to the Caltex Group
     of companies, any one company of the group, any of their consolidated
     subsidiaries, or to all of them taken as a whole and also includes the
     "affiliates" of Caltex.

     All of these terms are used for convenience only, and are not intended as
     a precise description of any of the separate companies, each of which
     manages its own affairs.

                                   - 1 -
<PAGE>
<PAGE>

worker's strike in early September and an abnormally mild winter in most parts
of the United States. The company's U.S. realizations declined 72 cents per
barrel from the previous year, representing the fourth consecutive year
average realizations have fallen.

U.S. natural gas prices also trended downward throughout 1994 after having
posted increases in the prior three years. Factors contributing to the
decrease in natural gas prices included poor utility demand driven by the
relatively mild summer and winter weather in many parts of the U.S., increased
Canadian gas exports to the U.S., high gas storage levels and improved
performance of nuclear power plants that experienced downtime in the previous
year. In the United States, the Henry Hub, Louisiana spot price for natural
gas, a common benchmark for natural gas prices, averaged $1.86 per thousand
cubic feet (MCF) in 1994, a decrease of $.25 per MCF from 1993.

The company's average realization from U.S. crude oil production declined from
$14.58 per barrel in 1993 to $13.86 per barrel in 1994 while average liquids
realizations from international liftings, including equity affiliates,
declined by $1.23 per barrel to $14.86 per barrel. Average U.S. natural gas
realizations from production decreased to $1.77 per MCF in 1994 from $1.99 per
MCF in 1993.

The following table compares the high, low and average Chevron posted prices
for West Texas Intermediate (WTI), an industry benchmark light crude oil, for
each of the quarters during 1994 and for the full years of 1994, 1993, and
1992:

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

                     WEST TEXAS INTERMEDIATE CRUDE OIL
                           CHEVRON POSTED PRICES
                           (Dollars per Barrel)

                         1994
         -------------------------------------
         1ST Q   2ND Q   3RD Q   4TH Q    YEAR    1993    1992
         -----   -----   -----   -----   -----   -----   -----
High     15.00   19.75   19.50   18.00   19.75   20.25   21.75
Low      13.00   13.75   15.75   15.75   13.00   13.00   16.50
Average  13.80   16.71   17.48   16.68   16.18   17.68   19.71
----------------------------------------------------------------------

For the first two months of 1995, average natural gas realizations for the
company's U.S. operations were $1.43 per MCF. During this period, the
company's posted price for WTI ranged from $16.50 per barrel to $18.00, with
an average of $17.28. On March 20, 1995 the company's posted price for WTI was
$17.50 per barrel.

Chevron's refining and marketing operations in the United States were
adversely affected by scheduled and unscheduled refinery downtime and other
refinery operating problems in the first half of 1994. These refinery problems
increased the company's operating costs and caused the company to purchase
more costly third-party products to supply the company's marketing system.
This put additional pressure on the company's sales margins on refined
products which were already depressed most of the year due to ample supplies
in the marketplace. The company's average sales price per barrel of refined
product declined for the fourth year in a row, falling to $24.37 per barrel in
1994 from $25.35 per barrel in 1993.

The company's chemical operations improved significantly in 1994 as improving
worldwide economies, including the U.S., reduced industry overcapacity,
resulting in higher sales volumes and stronger prices for the company's
commodity chemicals. Sales and other operating revenues from the company's
chemical operations, including sales to other Chevron companies, increased
$431 million from the $3,296 million recorded in 1993.

                                   - 2 -
<PAGE>
<PAGE>

CHEVRON STRATEGIC DIRECTION
---------------------------
To improve financial performance and to compete more effectively, Chevron
developed and implemented seven "strategic intents" in 1992 and added an
eighth "strategic intent" in 1993. The company periodically reviews and
modifies these "strategic intents" to reflect Chevron's current operating
environment. The eight "strategic intents" for 1995 are:

-    BUILD A COMMITTED TEAM TO ACCOMPLISH THE CORPORATE MISSION.  The company
     continues to believe the success of the other seven strategic intents is
     dependent on the commitment and dedication that Chevron employees bring
     to their jobs. For the past three years, Chevron has measured employees'
     attitudes about the company and diagnosed areas of employee concerns by
     the use of the Worldwide Employee Survey. Due in large part to employee
     responses to the surveys, the company has recently developed or revamped
     programs in the areas of skills development, job selection, and upward
     feedback, a process in which employees are given the opportunity to
     evaluate their immediate supervisor. In 1994, the company sought to
     articulate this "strategic intent" by issuing a vision statement that
     outlined the attributes of a committed team. Underlying the vision
     statement was the need to promote trust, respect, support and teamwork
     among and between its employees and supervisors. The company is
     encouraging informed risk taking and encouraging employees to take an
     active role in planning and decision making while also increasing their
     accountability. Due in part to this "strategic intent," a greater number
     of cross-functional teams are being formed in the company to make
     decisions and manage projects, demonstrating a greater amount of teamwork
     and cooperation among its employees. In January 1995, the company
     announced a new program that will provide employees with a cash bonus if
     the company achieves certain financial goals. In 1995 the program, called
     "Chevron Success Sharing," will be based on Chevron's adjusted Return on
     Capital Employed (ROCE). If the company achieves an ROCE of 10 percent or
     greater and its ROCE is among the top four of its major U.S. competitors,
     a cash bonus, varying from two to eight percent of an employee's annual
     salary depending on the company's relative ROCE ranking, will be paid to
     employees eligible to participate in the program.

-    FOCUS ON REDUCING COSTS ACROSS ALL ACTIVITIES.  Operating expenses,
     adjusted for special items, declined $150 million in 1994 when compared
     to 1993, sustaining the prior year's cost reductions as well as
     offsetting inflation and mitigating expenses associated with refinery
     problems in the first half of 1994. When compared to 1991, the base
     measurement year established when Chevron undertook an extensive
     cost-cutting and work force reduction program in early 1992, operating
     expenses in 1994 have declined by over $1 billion. Although a portion of
     the cost reduction is related to discontinued operations, the company
     believes the majority is the result of a permanent reduction in the
     company's ongoing cost structure.

     The company remains committed to further reductions in operating expense
     in 1995. Four "breakthrough" initiatives are currently in various stages
     of study or implementation that could result in large, permanent cost
     savings. These four "breakthrough" initiatives involve ways to reduce
     corporate energy costs; ways to reduce the cost of goods and services by
     working more efficiently with fewer suppliers; improvements to the
     project management process which is used to evaluate and administer large
     capital projects; and improvements in inventory management in order to
     avoid tying up working capital in excessive inventories.

-    CONTINUE UPSTREAM GROWTH IN INTERNATIONAL AREAS.  The company continues
     to believe opportunities to discover and develop major new reserves in
     the United States are limited due to regulatory barriers and drilling
     prohibitions on many of the most promising areas of development. In 1994,
     international exploration and production (E&P) capital spending rose 3
     percent to approximately 71 percent of total E&P capital spending,
     including affiliates. This same ratio of international versus total E&P
     spending is expected to continue in 1995. As recently as 1990, U.S.
     exploration and production capital spending was approximately 50 percent
     of the total. Since 1991, international oil and gas production has
     increased nearly 25 percent and oil and gas reserves have increased 80
     percent.

                                   - 3 -
<PAGE>
<PAGE>

-    GENERATE GREATER THAN $800 MILLION IN CASH PER YEAR FROM U.S. UPSTREAM. 
     Chevron is emphasizing a steady cash flow from a core group of
     approximately 400 oil and gas fields concentrated in California, Texas,
     the Rocky Mountains and the Gulf of Mexico. Net cash flow after capital
     and exploratory expenditures for U.S. exploration and production
     operations fell to $750 million in 1994 from $1.2 billion in 1993 due to
     weak crude oil and natural gas prices throughout most of the year.

     The company modified this "strategic intent" in 1995 by lowering the
     annual cash generation amount from $1 billion to $800 million. This
     modification reflects the significant change in the outlook for both
     crude and U.S. natural gas prices since the original "strategic intent"
     was set in 1991 combined with the progress achieved in cost reduction.
 
     The company continues to evaluate its current properties as well as
     evaluate and acquire new properties that the company believes will help
     it meet and sustain its cash generation goal. In 1994, the company
     acquired certain gas properties in West Texas by purchasing 100 percent
     of the stock of Pakenham, Inc., a subsidiary of Wes-Tex Drilling Company.
     The company believes these properties hold considerable development
     potential. Over the next five years, Chevron plans to drill about 150
     wells on these properties at a cost of approximately $100 million and
     expects production to triple to 90 million cubic feet per day by 1999.

-    ACHIEVE TOP FINANCIAL PERFORMANCE IN U.S. DOWNSTREAM.  Chevron is seeking
     to strengthen its competitive position by investing in core refineries,
     reducing the size of its refining system and concentrating on specific
     marketing regions. The company sold its Philadelphia, Pennsylvania,
     refinery to Sun Company, Inc. in August 1994 and its Port Arthur, Texas,
     refinery to Clark Refining and Marketing, Inc. in February 1995. These
     refineries no longer fit Chevron's plan to have a more focused U.S.
     refining operation and their sales eliminated large capital expenditures
     that would otherwise have been required to make the refineries more
     competitive and to meet the Clean Air Act Amendments of 1990.

-    GROW CALTEX IN ATTRACTIVE MARKETS WHILE ACHIEVING SUPERIOR COMPETITIVE
     FINANCIAL PERFORMANCE.  Management believes that the demand for petroleum
     products will continue to grow in the Asia Pacific region. Chevron's 50
     percent owned Caltex affiliate, a leading competitor in these areas, has
     and is continuing to make significant capital investments to expand and
     upgrade its refining capacity and its retail marketing systems. Refinery
     upgrade projects are continuing in Singapore and Korea, as well as the
     construction of a new refinery in Thailand. In 1994, Caltex opened
     representative offices in Ho Chi Minh City and Hanoi to develop and
     evaluate business opportunities in Vietnam. In China, Caltex is exploring
     technical and commercial aspects of developing a business relationship
     with Sinopec's Nanjing Refinery operated by Jinling Petrochemical
     Corporation. Caltex is also studying the feasibility of a joint venture
     with Shantou Ocean Enterprises to build a liquefied petroleum gas (LPG)
     terminal in Shantou, China.

-    IMPROVE COMPETITIVE FINANCIAL PERFORMANCE IN CHEMICALS WHILE DEVELOPING
     ATTRACTIVE OPPORTUNITIES FOR GROWTH.  Financial results for the company's
     chemical operations improved significantly in 1994 as the chemical
     industry in general rebounded from a period of depressed earnings due to
     sluggish world economies and production overcapacity. Improving world
     economies resulted in increased demand for the company's commodity
     chemicals, which are used to package or manufacture numerous consumer
     goods. In addition, the company believes the restructuring and cost
     reduction plans that have been implemented in recent years positioned the
     company to take advantage of the improved industry conditions. In 1995,
     the company plans to continue its restructuring with the closing of its
     nitric acid and fertilizer plants in Richmond, California, while also
     investing in areas demonstrating growth potential. Chevron plans to
     invest about $200 million in its chemical operations in 1995, including
     plans to expand production capacity by 65 percent at its linear low
     density polyethylene (LLDPE) plant at Cedar Bayou, Texas. This expansion
     is expected to be completed in 1996.

                                   - 4 -
<PAGE>
<PAGE>

-    BE SELECTIVE IN NON-CORE BUSINESSES.  Chevron operates four units that
     are outside the corporation's core focus. These four units are Chevron
     Canada Limited (CCL) and Gulf Oil Great Britain (GOGB) whose primary
     operations are the refining and marketing of petroleum products in Canada
     and the U.K., respectively, The Pittsburg & Midway Coal Mining Co. (P&M),
     operator of the company's mineral interests, and Chevron Land and
     Development Co. (CL&D), manager of the company's surplus fee production
     properties and other real estate operations in California. Chevron
     manages these four units for cash flow and profitability, and for growth
     when attractive opportunities exist. In 1994, GOGB expanded its service
     station network by approximately 7 percent to total about 500 service
     stations at year-end. P&M completed its planned sale of Chevron's non-
     coal interests in 1994 with the sale of its 50 percent interest in the
     Stillwater platinum and palladium mine in Montana and its 52.5 percent
     interest in some zinc-lead prospects in Ireland. CL&D generated over $140
     million in sales of developed and undeveloped real estate properties in
     1994. 

     In 1994, Chevron continued to dispose of other marginally performing or
     non-strategic assets, including the aforementioned refinery sales and the
     company's headquarters building located in San Francisco, California. Due
     to recent downsizing and restructuring of its operations, it was
     determined that employees currently located in the headquarters building
     could be accommodated in the company's other two San Francisco office
     buildings. Relocation of employees is expected to occur over the next 5
     years.

     The company is currently seeking prospective purchasers for its real
     estate development assets in California and is currently reviewing its
     oil and gas operations in western Canada.
 

     (b) INDUSTRY SEGMENT AND GEOGRAPHIC AREA INFORMATION

The company's primary business is its integrated petroleum operations.
Secondary operations include chemicals and minerals. The petroleum activities
of the company are widely distributed geographically, with major operations in
the United States, Australia, United Kingdom, Canada, Nigeria, Angola, Congo,
Papua New Guinea, China, Indonesia and Zaire. The company's Caltex affiliate,
through its subsidiaries and affiliates, conducts exploration and production
operations in Indonesia and refining and marketing activities in the Eastern
Hemisphere, with major operations in Japan, Korea, Australia, the Philippines,
Thailand and South Africa. Tengizchevroil (TCO), a 50/50 joint venture with a
subsidiary of the national oil company of the Republic of Kazakhstan conducts
production activities in Kazakhstan, a former Soviet republic.

The company's and its affiliates' chemicals operations are concentrated in the
United States, but include operating facilities in France, Japan and Brazil.
The company's and its affiliates' principal minerals activities consist of
coal operations in the United States.

Tabulations setting forth three years' identifiable assets, operating income,
sales and other operating revenues for the company's three industry segments,
by United States and International geographic areas, may be found in Note 9 to
the Consolidated Financial Statements beginning on page FS-22 of this Annual
Report on Form 10-K.


      (c) DESCRIPTION OF BUSINESS AND PROPERTIES

The petroleum industry is highly competitive in the United States and
throughout most of the world. This industry also competes with other
industries in supplying the energy needs of various types of consumers.

The company's operations can be affected significantly by changing economic,
regulatory and political environments in the various countries, including the
United States, in which it operates. The company evaluates the economic and
political risk of initiating, maintaining or expanding operations in any
geographical area.

                                   - 5 -
<PAGE>
<PAGE>

In the United States, environmental regulations and federal, state and local
actions and policies concerning economic development, energy and taxation may
have a significant effect on the company's operations.

Internationally, the company continues to closely monitor the civil unrest in
Angola and the political uncertainty in Nigeria and Zaire and the possible
threat these may pose to the company's oil and gas exploration and production
operations and the safety of the company's employees located in those
countries.

The company attempts to avoid unnecessary involvement in partisan politics in
the communities in which it operates but participates in the political process
to safeguard its assets and to ensure that the community benefits from its
operations and remains receptive to its continued presence.

The company utilizes various derivative instruments to manage its exposure to
price risk stemming from its integrated petroleum activities. Some of the
instruments may be settled by delivery of the underlying commodity, whereas
others can only be settled by cash. All these instruments are commonly used in
the global trade of petroleum products and are relatively straightforward,
involve little complexity and are substantially of a short-term duration.

The company enters into forward exchange contracts as a hedge against some of
its foreign currency exposures. Interest rate swaps are entered into as part
of the company's overall strategy to manage the interest rate risk on its
debt.  The impact of the forward exchange contracts and interest rate swaps on
the company's results of operations is not material.

    CAPITAL AND EXPLORATORY EXPENDITURES

Chevron's capital and exploratory expenditures during 1994 and 1993 are
summarized in the following table:

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

                     CAPITAL AND EXPLORATORY EXPENDITURES
                             (Millions of Dollars)
                                                      1994    1993
                                                     ------  ------
            Exploration and Production               $2,586  $2,217
            Refining, Marketing and Transportation    1,105   1,166
            Chemicals                                   135     224
            Coal and Other Minerals                      44      42
            All Others                                  103      90
                                                     ------  ------
            Total Consolidated Companies              3,973   3,739
            Equity in Affiliates                        846     701
                                                     ------  ------
            Total Including Affiliates               $4,819  $4,440
                                                     ======  ======
            -------------------------------------------------------

Total consolidated expenditures in 1994 increased 6 percent when compared to
1993, largely due to a $369 million increase in exploration and production
(E&P) expenditures that was partially offset by decreases in chemical
expenditures of $89 million and decreases in refining, marketing and
transportation expenditures amounting to $61 million.

Consolidated E&P expenditures amounted to 65 percent of the company's total
consolidated expenditures in 1994, compared with 59 percent in 1993. The
percentage increase was due solely to increased expenditures in international
E&P as U.S. E&P expenditures, as a percentage of total consolidated
expenditures, remained relatively unchanged from 1993.  U.S. E&P expenditures
in 1994 included the company's acquisition of certain natural gas operations
in West Texas. Major international E&P expenditures in 1994 included the
acquisition of exploration and development interests in the Republic of Congo
and exploration and development activities associated with the Alba Field in
the U.K. North Sea, the North West Shelf Project in Australia, the Hibernia
Project offshore Newfoundland, the Duri Steamflood Project

                                   - 6 -
<PAGE>
<PAGE>

in Indonesia, Areas B and C in Angola, the Niger Delta region in Nigeria and
the Tengiz Project in Kazakhstan. Refining, marketing and transportation
outlays in 1994 included expenditures for upgrading U.S. refineries to produce
reformulated gasoline in order to comply with federal, state and local air
quality regulations as well as other projects intended to upgrade and increase
efficiencies at the refineries.

The company's share of capital and exploratory expenditures by its affiliates
was $846 million in 1994, an increase of 21 percent from $701 million in 1993.
This increase was primarily due to expenditures by the company's Caltex
affiliate in the high growth Pacific Rim areas on refinery expansion/upgrade
projects in Korea and Singapore and the construction of a new refinery in
Thailand.

In 1995, the company expects to spend approximately $5.1 billion, including
its share of equity affiliates' expenditures, an increase of approximately 5
percent over 1994 levels. Consolidated expenditures in 1995 are expected to
remain relatively flat at $3.9 billion while affiliate expenditures are
expected to increase 37 percent to $1.2 billion. Worldwide E&P expenditures
are expected to total $2.7 billion, of which approximately 70 percent will be
for international projects such as the continued development of the Hibernia
Field, expansion of the North West Shelf Project, enhanced recovery projects
in Indonesia, development of the Tengiz Field in Kazakhstan, development of
the Alba and Britannia fields in the North Sea, development of the N'Kossa and
Kitina fields in Congo, and other development projects in West Africa.
Worldwide refining, marketing and transportation expenditures are estimated at
$1.9 billion, with U.S. expenditures of about $900 million. These U.S.
expenditures are largely due to major capital programs to manufacture clean
fuels at the Richmond and El Segundo, California, refineries as mandated by
the California Air Resources Board regulations. Major international refining
and marketing expenditures in 1995 include the continuation of refinery
construction and expansion/upgrade projects by the company's Caltex affiliate
to meet growing product demand in the Pacific Rim areas. Chemical expenditures
are also expected to rise in 1995 due to planned expansion of the linear low-
density polyethylene manufacturing plant at the Cedar Bayou, Texas, chemical
facility.
 
The actual expenditures for 1995 will depend on various conditions affecting
the company's operations, including crude oil prices, and may differ
significantly from the company's forecast.

    PETROLEUM - EXPLORATION

The following table summarizes the company's net interests in productive and
dry exploratory wells completed in each of the last three years and the number
of exploratory wells drilling at December 31, 1994. "Exploratory wells"
include delineation wells, which are wells drilled to find a new reservoir in
a field previously found to be productive of oil or gas in another reservoir
or to extend a known reservoir beyond the proved area. "Wells drilling"
include wells temporarily suspended.

-----------------------------------------------------------------------------
                        EXPLORATORY WELL ACTIVITY

                                               NET WELLS COMPLETED (1)
                  WELLS DRILLING      ---------------------------------------
                    AT 12/31/94           1994         1993          1992
                -------------------   -----------   ----------    -----------
                GROSS (2)   NET (2)   PROD.  DRY    PROD.  DRY    PROD.  DRY
                ---------   -------   ----   ----   ----   ----   ----   ----
United States       43         32      53     17     32     14     42     16
                ---------   -------   ----   ----   ----   ----   ----   ----

Africa              11          4       5      2      3      4      3      3
Other
  International     42         18      55     42     27     35     15      4
                ---------   -------   ----   ----   ----   ----   ----   ----
Total
  International     53         22      60     44     30     39     18      7
                ---------   -------   ----   ----   ----   ----   ----   ----
Total
  Consolidated
    Companies       96         54     113     61     62     53     60     23

Equity in
  Affiliates         8          4       -      1      1      1      1      -
                ---------   -------   ----   ----   ----   ----   ----   ----
Total Including
  Affiliates       104         58     113     62     63     54     61     23
                =========   =======   ====   ====   ====   ====   ====   ====

(1) Indicates the number of wells completed during the year regardless of
    when drilling was initiated. Completion refers to the installation of
    permanent equipment for the production of oil or gas or, in the case of a
    dry well, the reporting of abandonment to the appropriate agency.

(2) Gross wells include the total number of wells in which the company has an
    interest. Net wells are the sum of the company's fractional interests in
    gross wells.
-----------------------------------------------------------------------------
                                   - 7 -
<PAGE>
<PAGE>

At December 31, 1994, the company owned or had under lease or similar
agreements undeveloped and developed oil and gas properties located throughout
the world. Undeveloped acreage includes undeveloped proved acreage. The
geographical distribution of the company's acreage is shown in the next table.
 
-----------------------------------------------------------------------------
                         ACREAGE* AT DECEMBER 31, 1994
                             (Thousands of Acres)
                                                                DEVELOPED
                         UNDEVELOPED          DEVELOPED      AND UNDEVELOPED
                       ----------------    --------------   ----------------
                        GROSS      NET     GROSS     NET     GROSS      NET
                       -------   ------    -----    -----   -------   ------
United States            4,301    2,854    6,059    2,558    10,360    5,412
                       -------   ------    -----    -----   -------   ------
Canada                  18,325   10,514      615      395    18,940   10,909
Africa                  26,589   18,143      139       55    26,728   18,198
Asia                    42,809   19,296       45       16    42,854   19,312
Europe                   3,060    1,362       62       14     3,122    1,376
Other International     10,191    3,671       54       15    10,245    3,686
                       -------   ------    -----    -----   -------   ------
Total International    100,974   52,986      915      495   101,889   53,481
                       -------   ------    -----    -----   -------   ------
Total Consolidated
  Companies            105,275   55,840    6,974    3,053   112,249   58,893
Equity in Affiliates     3,202    1,601      233      116     3,435    1,717
                       -------   ------    -----    -----   -------   ------
Total Including
  Affiliates           108,477   57,441    7,207    3,169   115,684   60,610
                       =======   ======    =====    =====   =======   ======

* Gross acreage includes the total number of acres in all tracts in which
  the company has an interest. Net acreage is the sum of the company's
  fractional interests in gross acreage.
-----------------------------------------------------------------------------

The company had $257 million of suspended exploratory wells included in
properties, plant and equipment at year-end 1994. The wells are suspended
pending drilling of additional wells to determine if commercially producible
quantities of oil or gas reserves are present. The ultimate disposition of
these well costs is dependent on the results of this future activity.

During 1994, the company explored for oil and gas in the United States and
about 21 other countries. The company's 1994 exploratory expenditures,
including affiliated companies' expenditures but excluding unproved property
acquisitions, were $526 million compared with $533 million in 1993. Domestic
expenditures represented approximately 40 percent of the consolidated
companies' worldwide exploration expenditures, a 5 percent increase from the
prior year. Significant activities in Chevron's exploration program during
1994 include the following (number of wells are on a "gross" basis):

UNITED STATES: Domestic exploratory expenditures, excluding unproved property
acquisitions, were $209 million in 1994, compared to $183 million spent in
1993. In addition, the company incurred costs of $28 million for unproved
property acquisitions in 1994. The company continued to focus its exploratory
efforts in 1994 in the Gulf of Mexico, Texas, California, the Rocky Mountains
and in other areas where it has existing production. Twelve wildcat
exploratory wells were initiated in 1994 of which eleven were in new areas and
one was in an existing core area. Including three wells commenced in late
1993, thirteen wells were completed in 1994, resulting in two discoveries in
the Gulf of Mexico.  The company's exploratory well in the Destin Dome Block
97, located 30 miles south of Pensacola, Florida in the Gulf of Mexico,
resulted in a dry hole. Exploration efforts in high-potential areas, including
Alaska's Arctic National Wildlife Refuge (ANWR) and parts of offshore Florida,
California and North Carolina have been blocked by legal restrictions and
drilling moratoria. Chevron and other oil companies have sued the Department
of Interior to recover bonus payments, lease rentals and certain geophysical
costs for federal offshore leases that remain undrilled due to state, federal,
and private objections to drilling. The company is seeking to recover
approximately $126 million, plus interest, spent on leases off Florida, North
Carolina and Alaska. Currently all parties have filed Motions for Summary
Judgment in this matter. Oral arguments were held on January 31, 1995 and a
ruling is expected in 1995.

                                   - 8 -
<PAGE>
<PAGE>

AFRICA: In Africa, the company spent $81 million during 1994 on exploratory
efforts, excluding the acquisition of unproved properties, compared with $104
million in 1993. The company also acquired $19 million of unproved properties
in 1994. 

In Nigeria, the company's operations are managed by three subsidiaries.
Chevron Nigeria Limited (CNL) operates and holds a 40 percent interest in
concessions totaling 2.3 million acres in the onshore and offshore regions of
the Niger Delta. Chevron Oil Company (Nigeria) Limited (COCNL) holds a 20
percent interest in six concessions covering 600,000 acres with six oil fields
operated by a partner. Chevron Petroleum Nigeria Limited (CPNL) has a 30
percent interest in two deepwater Niger Delta blocks and three inland Benue
Basin blocks and an additional sole interest, through a production sharing
contract signed in October 1994 with the Nigerian National Petroleum Company
(NNPC), in six other Benue Basin blocks. CNL drilled seven exploratory and
appraisal wells in 1994 which resulted in three new field discoveries, two
successful appraisal wells and two dry holes. CNL also acquired 3-D seismic
data covering Nigerian acreage of 200 square miles. COCNL, through its
operating partner, drilled one exploratory well in 1994 which discovered gas
and gas condensate. CPNL will begin seismic studies in 1995 as part of a work
program expected to span the next six years to explore for oil in six Benue
Basin blocks, totaling approximately 5,600 square miles. The company will
finance the exploration phase and offset its cost from any future crude oil
production. This production sharing agreement is a departure from the joint
venture agreements of the past in which cost and revenue were shared according
to each party's interest in the venture.

In Angola, the company is the operator of a 2,700 square mile concession off
the coast of Angola's Cabinda exclave. The concession is divided into Areas A,
B, and C, with Area A generating the majority of 1994 production. Area B
production commenced in November 1994 with the commissioning of installations
in the Kokongo Field. Chevron has a 39 percent interest in the concession. Six
exploratory wells were drilled in 1994, with three wells in Area A resulting
in oil discoveries. Two of these wells will be developed by drilling from
existing facilities while the third well will be appraised in 1995 for the
appropriate installation facilities required for development. The other three
exploratory wells were drilled in Areas B and C and resulted in the
discoveries of the N'Sangui and Minzu fields. The current exploration license
for Areas B and C expired in 1994. Negotiations are currently underway to
renew this agreement for five additional years. In 1994, Chevron (operator
with 31 percent interest) and its partners completed negotiations of a
Production Sharing Agreement for Deepwater Block 14, located due west of Areas
B and C. The Angolan government approved the agreement in December 1994 and
signing occurred in February 1995. A seismic program is scheduled to begin in
April 1995 followed by the first of four exploration obligation wells in early
1996.

Offshore Congo, Chevron currently participates in two production licenses and
two exploration licenses. The company has a 29 percent interest in the Kitina
production license and the Marine VII exploration license operated by AGIP.
Between October 1994 and March 1995 Chevron acquired a 30 percent interest in
the N'Kossa production license and the Haute Mer exploration license operated
by ELF Congo. The company and its partners plan to drill two wildcat wells in
1995, one in each of the two exploration areas. The company opened an office
in Congo in January 1995 to facilitate its participation in the two joint
ventures.

In Zaire, the company has a 50 percent interest in, and is the operator of, a
390 square mile concession off the coast of Zaire. Exploration activity in
1994 resulted in an oil discovery in the Tshiala East exploration well. An
existing production well was also deepened in 1994 and a new reservoir
underlying Mibale Field was discovered. An exploration well in the Mibale
Field and the Tshiala West #1 well commenced in December 1994.

OTHER INTERNATIONAL INCLUDING AFFILIATED COMPANIES: Exploration expenditures,
excluding unproved property acquisitions, were $236 million in 1994, a
decrease of $10 million from the 1993 amount of $246 million. In addition,
unproved properties of $21 million were acquired in 1994.

In Europe, Chevron's exploration efforts were concentrated in the U.K. sector
of the North Sea and off the coast of Wales where the company has conducted
research and a joint environmental appraisal of the coast in order to allay
local concern about the environmental impacts of exploration off the
Pembrokeshire coast.

                                   - 9 -
<PAGE>
<PAGE>

In Ireland, the company converted three blocks in the Celtic Sea from seismic
options to full exploration licenses in February 1995. In addition, the
company filed an application for blocks in the deep water area west of Ireland
during the Porcupine Basin Licensing Round.

In Canada, exploration efforts in 1994 continued to be concentrated in the
western part of the country near existing infrastructures that would allow any
reserves to be brought on production quickly. A total of 26 exploratory wells
were drilled in 1994, resulting in 2 oil and 6 gas discoveries.

In Australia, Chevron and its partners in West Australia Petroleum Pty., Ltd.
(WAPET) participated in two successful exploration wells resulting in an oil
discovery in the Crest 1 well and a gas discovery in the Chrysaor 1 well. Both
discoveries are located off the western coast of Australia. The company
completed its 3D seismic surveys over the northern part of the Barrow Island
oil field and over the onshore Dongara gas/oil field in 1994. Permit WA-253-P,
covering a 519,000 acre block north of Gorgon, was issued to WAPET on behalf
of Chevron (50 percent) and a partner during 1994. In December 1994, Chevron
signed an agreement to farm-in to WA-215-P in the area between Barrow and
Thevenard Island. A farm-in well will be drilled late in the first half of
1995. In addition, the company and its partners in the North West Shelf
Project continued their interpretative work on the East Dampier 3D seismic
survey. As a result of this work, two exploration wells will be drilled in
1995. In March 1995, the company announced that one of these wells, Perseus-1,
had discovered a natural gas and condensate deposit in the waters off
northwest Australia, between the North Rankin and Goodwyn fields. The company
withdrew from a permit it held with Shell in the Timor Sea in 1994.

In Papua New Guinea, Chevron and its partners' 1994 efforts were focused on
the delineation of the Gobe Main oil field. In addition, two new exploratory
wells commenced in 1994: the SE Mananda 2X well extended a previous oil
discovery that may eventually be tied in with the Kutubu field's production
and the TA-1X well was drilling at year-end on another prospect between the
Gobe and Kutubu fields. In 1995, the company and its partners anticipate an
active exploration program to follow up the prospect development work that was
carried out in 1994. Exploratory efforts in 1995 are expected to focus on
untested trends in the PPL-161 and PDL-2 licenses, where prospects with
Kutubu-sized potential still remained to be tested. In the past, exploration
efforts have largely concentrated on a single trend which included the Kutubu
fields, the Gobe fields, and the SE Mananda discovery.

In China, Chevron completed seismic studies on Block 33/08 in the East China
Sea in 1994. The company was awarded sole interest in this block in late 1993.
Two exploratory wells are planned for 1995, the first of which commenced in
February. This wildcat well, designated Wenzhou 15-1-1, reached its targeted
depth and was plugged and abandoned. The second well is scheduled to commence
in late March 1995. A production sharing agreement, granting sole interest in
Block 62/23 in the South China Sea, was signed by the company and the Chinese
National Offshore Oil Company in late February 1995. A natural gas exploratory
well is planned for this block in 1996. Exploration obligations for the
current phase of Contract area 16/08 were fulfilled in 1994. Studies are
planned in 1995 to determine the optimum program for the three marginal
discoveries in this Contract area.

In Bolivia, Chevron at year-end was negotiating the final terms of a farm out
of the Caipipendi Exploration Block which, if successful, will lead to a
partner funded seismic program over prospects in the southern half of the
block.

In Trinidad and Tobago, the first of four exploratory wells, Rocky Palace #1,
was drilled and tested in 1994. Iguana River #1, the second exploratory well,
was drilled in 1994 but encountered mechanical problems and was unable to
reach the reservoir objectives. Ste. Croix #1, the third well in the program,
has been approved for drilling in mid-1995.

In Colombia, two prospects were identified in the Rio Blanco Block using
seismic data acquired in 1994. The company plans to drill an exploratory well
on one of these prospects in mid-1995. Drill site permitting and road
construction is currently underway.

                                   - 10 -
<PAGE>
<PAGE>

    PETROLEUM - OIL AND NATURAL GAS PRODUCTION

The following table summarizes the company's and its affiliates' 1994 net
production of crude oil, natural gas liquids and natural gas.

-----------------------------------------------------------------------------
  1994 NET PRODUCTION* OF CRUDE OIL AND NATURAL GAS LIQUIDS AND NATURAL GAS

                                  CRUDE OIL &           NATURAL GAS
                              NATURAL GAS LIQUIDS      (THOUSANDS OF
                               (BARRELS PER DAY)    CUBIC FEET PER DAY)
                               -----------------    -------------------
         United States
          -California               127,770               137,110
          -Gulf of Mexico           118,370             1,109,390
          -Texas                     69,270               431,530
          -Louisiana                  4,470                38,010
          -Wyoming                    9,690               151,480
          -Colorado                  14,290                     -
          -New Mexico                 8,560               104,540
          -Other States              16,220               112,610
                                    -------             ---------
         Total United States        368,640             2,084,670
                                    -------             ---------

         Africa                     237,600                     -
         Canada                      51,510               246,820
         United Kingdom (North Sea)  70,720                30,400
         Indonesia                   20,310                   560
         Australia                   20,570               199,140
         Papua New Guinea            29,770                     -
         China                        8,250                     -
         Other International          9,570                 4,840
                                    -------             ---------
         Total International        448,300               481,760
                                    -------             ---------
         Total Consolidated
           Companies                816,940             2,566,430
                                    -------             ---------
         Equity in Affiliates       175,570                64,140
                                    -------             ---------
         Total Including
           Affiliates               992,510             2,630,570
                                    =======             =========

         * Net production excludes royalties owned by others.
-----------------------------------------------------------------------------

PRODUCTION LEVELS:
In 1994, net crude oil and natural gas liquids production, including
affiliates, increased for the second year in a row, rising four percent to
992,510 barrels per day from 950,150 barrels per day in 1993. Production
increases were noted in a number of countries. In the U.K., production from
Alba Field, which went on stream in January 1994, and additional production
from Ninian Field, as a result of the company's acquisition of an additional 6
percent equity interest in December 1993, caused U.K. production to increase
43 percent to 70,720 barrels of oil per day. Oil production in Africa
increased 9 percent to 237,600 barrels per day primarily due to increased
Nigerian production as a result of full year production from three fields
placed on stream in late 1993, four new fields placed on stream in 1994 and
higher production quotas in 1994, and Angolan production, which increased in
1994 due to new wells in the Takula, Numbi and N'Sano fields. Indonesian
production, including the company's share of its affiliate's production, rose
6 percent to

                                   - 11 -
<PAGE>
<PAGE>

173,250 barrels per day in 1994 as a result of the application of enhanced
recovery methods in certain fields. In Kazakhstan, Chevron's net oil
production doubled to 22,630 barrels per day in 1994 due to full year
production and increased export quotas in the latter half of the year. These
production increases were partially offset by production declines in the
United States due to divestments of producing properties in late 1993,
primarily Milne Point, and normal field declines.

Net production of natural gas, including affiliates, increased 4 percent to
2,630,570 thousand cubic feet per day. Increases were noted in Australia due
to initial production from the Roller, Skate and Crest fields, in Canada as a
result of reduced re-injection requirements and the shallow gas program, which
is designed to rapidly develop and produce gas from low-depth reserves, in the
U.S. due primarily to new wells in the Laredo area of Texas and one month's
production from the Pakenham, Inc. acquisition, and in Kazakhstan due to full
year production.

The natural gas industry is undergoing rapid and significant changes that have
squeezed margins and caused markets to become more competitive. In the United
States, natural gas producers have traditionally sold their production to
pipeline companies, who in turn distribute the product to their customers. As
a result of FERC Order 636, producers now can sell directly to customers and
provide many of the services previously provided by the pipeline companies.
Chevron has concentrated its natural gas marketing efforts on the longer term
contract market. These customers, which include local distribution companies
and industrials, require premium bearing services and marketing arrangements
that Chevron can fulfill. The company's sales to these customers have risen
significantly, while sales to pipeline companies have correspondingly
declined. Chevron has recently completed a detailed evaluation of its existing
natural gas marketing efforts and, as a result, will be dedicating additional
resources to the effort of marketing gas to targeted end-users. The company
has developed and implemented a process that it believes will significantly
reduce the cycle time associated with identifying, piloting, and capitalizing
on new natural gas marketing opportunities. This new process should allow the
company to more readily move natural gas out of mature, lower margin markets
into emerging, high-growth premium markets. 

Data on the company's average sales price per unit of oil and gas produced, as
well as the average production cost per unit for 1994, 1993, and 1992 are
reported in Table III on pages FS-32 and FS-33 of this Annual Report on Form
10-K. The following table summarizes the company's and its affiliates' gross
and net productive wells at year-end 1994.

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

             PRODUCTIVE OIL AND GAS WELLS AT DECEMBER 31, 1994

                                         PRODUCTIVE (1)      PRODUCTIVE (1)
                                           OIL WELLS           GAS WELLS
                                      ------------------  -------------------
                                      GROSS (2)   NET(2)  GROSS (2)   NET (2)
                                      ---------   ------  ---------   -------
     United States                       27,898   14,180      3,992     1,715
                                      ---------   ------  ---------   -------
     Canada                               1,818      963        301       168
     Africa                                 861      335          5         2
     United Kingdom (North Sea)             207       35          -         -
     Other International                    937      349         37        15
                                      ---------   ------  ---------   -------
     Total International                  3,823    1,682        343       185
                                      ---------   ------  ---------   -------
     Total Consolidated Companies        31,721   15,862      4,335     1,900

     Equity in Affiliates                 4,524    2,262         33        16
                                      ---------   ------  ---------   -------
     Total Including Affiliates          36,245   18,124      4,368     1,916
                                      =========   ======  =========   =======
     Multiple completion wells
       included above:                      432      218         21        11

(1)  Includes wells producing or capable of producing and injection wells
     temporarily functioning as producing wells. Wells that produce both oil
     and gas are classified as oil wells.
(2)  Gross wells include the total number of wells in which the company has
     an interest. Net wells are the sum of the company's fractional interests
     in gross wells.

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

                                   - 12 -
<PAGE>
<PAGE>

DEVELOPMENT ACTIVITIES:
The company's development expenditures, including affiliated companies but
excluding proved property acquisitions, were $1,508 million in 1994 and $1,451
million in 1993.

The table below summarizes the company's net interest in productive and dry
development wells completed in each of the past three years and the status of
the company's development wells drilling at December 31, 1994. (A "development
well" is a well drilled within the proved area of an oil or gas reservoir to
the depth of a stratigraphic horizon known to be productive. "Wells drilling"
include wells temporarily suspended.)


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

                        DEVELOPMENT WELL ACTIVITY

                                               NET WELLS COMPLETED (1)
                  WELLS DRILLING      --------------------------------------
                    AT 12/31/94           1994         1993          1992
                -------------------   -----------   ----------    -----------
                GROSS (2)   NET (2)   PROD.  DRY    PROD.  DRY    PROD.  DRY
                ---------   -------   ----   ----   ----   ----   ----   ----
United States       62         59      194      5    293     11    217      5 
                ---------   -------   ----   ----   ----   ----   ----   ----
Africa              12          4        9      -     10      -     10      1
Other
  International     32          9       48      4     57     12     55      4
                ---------   -------   ----   ----   ----   ----   ----   ----
Total
  International     44         13       57      4     67     12     65      5
                ---------   -------   ----   ----   ----   ----   ----   ----
Total
  Consolidated
    Companies      106         72      251      9    360     23    282     10

Equity in
  Affiliates        41         20       98      -     93      -    159      5
                ---------   -------   ----   ----   ----   ----   ----   ----
Total Including
  Affiliates       147         92      349      9    453     23    441     15
                =========   =======   ====   ====   ====   ====   ====   ====

(1)  Indicates the number of wells completed during the year regardless of
     when drilling was initiated. Completion refers to the installation of
     permanent equipment for the production of oil or gas or, in the case of
     a dry well, the reporting of abandonment to the appropriate agency.
(2)  Gross wells include the total number of wells in which the company has
     an interest. Net wells are the sum of the company's fractional interests
     in gross wells.
-----------------------------------------------------------------------------

Significant 1994 development activities include the following:

UNITED STATES: Chevron's U.S. development expenditures were $416 million in
1994, a decrease of $59 million from the 1993 figure of $475 million.
Expenditures for proved reserve acquisitions amounted to $95 million in 1994,
primarily due to the company's acquisition of certain gas properties in West
Texas from Wes-Tex Drilling Company, compared to $12 million in 1993.
Additions to proved reserves during 1994 from extensions, discoveries and
improved recovery, before revisions, were 57 million barrels of crude oil and
natural gas liquids and 538 billion cubic feet of natural gas. Additions to
proved reserves from acquisitions were approximately 1 million barrels of
crude oil and natural gas liquids and 55 billion cubic feet of natural gas.

Chevron's development of its wholly owned San Joaquin Valley diatomite
reserves in the Lost Hills Field in California continued with the drilling and
completion of 37 new wells and the reworking of 42 older wells using reservoir
fracturing techniques. A four year water injection project, initiated in 1992,
to sustain reservoir pressure and further boost production continued into its
third year with the drilling of 39 injection wells and the conversion of 7
producing wells to injection. When completed, the 520-acre project will have
over 200 injectors with a total injection rate of 40,000 barrels of water per
day. The combination of reservoir fracturing and water injection is expected
to significantly increase both the production rate and the amount of oil
ultimately recoverable from this resource.

Chevron owns approximately 25 percent of the Point Arguello project, offshore
California, and operates two offshore platforms (Hermosa and Hidalgo), the
onshore Gaviota oil and gas plant and the interconnecting pipelines. Chevron
and its partners ceased double-hull tankering of oil from the project to the
Los Angeles area on February 1, 1994 in compliance with the terms of the
tankering permit granted by the California Coastal Commission. These terms
required suspension of tankering if Chevron and its partners were unable to
sign, by February 1, an agreement with a pipeline developer, who possessed the
necessary discretionary permits needed for a new pipeline, that the developer
could use for pipeline financing.

                                   - 13 -
<PAGE>
<PAGE>

Production from the project averaged 78,000 barrels of oil per day in 1994,
somewhat below its full production capacity but at about the same level as
under tankering. About a third of current production is delivered via pipeline
to Los Angeles area refineries. However, due to a shortage of adequate
transportation facilities to Los Angeles, the balance of production is shipped
via pipeline to markets in the Midwest, resulting in increased transportation
costs. In March 1994, the company announced that an agreement had been reached
with a pipeline developer to build a 130-mile pipeline in Southern California
that would carry Point Arguello oil production to Los Angeles. Chevron and
certain other project partners will have a minority interest in the pipeline.
The pipeline project is currently in the environmental review stage and is
scheduled to be certified in October 1995. However, a property owner in the
pipeline right of way is pushing for an alternate route, which may cause
further delays. If the environmental review is certified in October 1995, the
issuance of permits and the start of construction are expected in the first
quarter of 1996. A workover and drilling program, designed to add proved
reserves and abate the decline in production rate continued in 1994 with the
drilling and completion of two new wells and one redrill during the year.

In 1994, Chevron completed an economic evaluation of the viability of
developing the Green Canyon 205 Field located 2,600 feet below the ocean's
surface in the Gulf of Mexico. Preliminary field development plans have been
finalized; however, alternative development concepts will be considered
through the first half of 1995, at which time a final selection will be made.
Preliminary engineering work is expected to begin in early 1995. Initial
production is planned for 1999 and is expected to exceed 50,000 barrels per
day. Chevron has a 67 percent interest in this field.

The drilling phase at the company's Garden Banks 191 "A" platform in the Gulf
of Mexico was completed in late 1994. Natural gas production from this block
started in late 1993 and is currently producing at a daily rate of 200 million
cubic feet of gas, exceeding original production estimates of 150 million
cubic feet per day. Chevron is the operator and holds a 50 percent interest in
this block.

In the Gulf of Mexico's Norphlet gas trend, which stretches some 80 miles from
the Destin Dome area (offshore Florida) to the Mobile Block 861 area (offshore
Mississippi), production from the Mobile Block 861 #8 well commenced in
February 1994. Production from three additional wells drilled in 1994 is
expected to start in 1996 with the completion of a processing facility
currently being fabricated for the Mobile 861 Area. Production from three
wells in the Mobile Block 916 Area offshore Alabama is expected to come on
stream in April 1995 with a combined daily net rate of 50 million cubic feet
of gas. Chevron's interest in various blocks in the Norphlet gas trend vary
from 33 percent to 100 percent.

Nine of thirty-six prospects identified using the 3-D seismic survey of the
Eugene Island 238 Field in the Gulf of Mexico have been drilled by the end of
1994. Seven wells were successful, resulting in four gas and three oil
discoveries. A new production platform, added in 1994 to accommodate the oil
discoveries, will increase production by 9,000 barrels per day. Three
additional wells will be drilled and an additional satellite platform will be
installed in 1995. By the end of 1995, daily total production for the field is
forecasted to exceed 200 million cubic feet of gas and 15,000 barrels of oil.
Chevron has a 100 percent interest in this field except for Block 229, where
Chevron's interest is 70 percent.

Chevron continued to aggressively develop "tight gas" (gas which is produced
from a tight, low-permeability formation) in the Laredo, Texas area. In 1994,
twenty-five wells were drilled, adding proved reserves of 176 billion cubic
feet of gas. Current net production averaged 165 million cubic feet of gas per
day. The company acquired more than 12,000 new acres in 1994 for future
development. Chevron's interest in the leases is 100 percent except for one
lease in which the company's interest is 59 percent.

In 1994, the company purchased the stock of Pakenham, Inc., a subsidiary of
Wes-Tex Drilling Company. Assets acquired in the purchase included 47 natural
gas producing wells in West Texas, 52 billion cubic feet of net proved natural
gas reserves and a gathering system that is currently used to transport
natural gas to a pipeline owned by Valero Transmission Company. Warren
Petroleum Company, Chevron's gas processing unit, is expanding its operations
to include the Pakenham gas gathering and processing business. The company
believes the field holds the potential to further increase the company's gas
reserves and expects to add wells that will more than triple the current
production of 25 million cubic feet per day to 90 million cubic feet per day
by 1999.

                                   - 14 -
<PAGE>
<PAGE>

AFRICA: Developmental expenditures in Africa were $276 million in 1994,
compared to $239 million in 1993. Expenditures for proved reserve acquisitions
amounted to $145 million in 1994. Additions to proved reserves from
extensions, discoveries and improved recovery, before revisions, were 103
million barrels of crude oil and natural gas liquids. Additions to proved
reserves from acquisitions were approximately 76 million barrels of crude oil
and natural gas liquids. Acquisition expenditures and proved reserves from
acquisitions in 1994 were both primarily related to the company's activities
in the Congo.

In Angola, where Chevron's equity interest is 39 percent, 15 development wells
were added in Area A fields in 1994. Production from the greater Takula Area
fields increased in 1994 due to ongoing development of the N'Sano and Numbi
Southeast fields and from infill programs in existing reservoirs. A new
production platform and associated pipelines were installed in N'Sano Field
during 1994 and development drilling commenced at mid-year. A decline in
production from the greater Malongo Area fields was reversed in 1994 through a
combination of production from new exploration discoveries and continued
infill activity. One offshore processing platform in the Malongo South Field
was revamped and modernized in 1994. The company expects to maintain
production from Area A in future years through the combination of infill
drilling, workovers, facility modernization, waterflood and gas injection.

Areas B and C continued to be the major focus of 1994 development programs in
Angola with the installation of two integrated drilling and production
platforms in the Kokongo Field in Area B. The East Kokongo platform is
designed as the hub for future phases of development for Areas B and C and
includes a thirty-eight mile pipeline linking the platforms to onshore
terminal facilities in Malongo. Drilling rigs were installed in the fourth
quarter of 1994 which resulted in initial production being established in late
November. By year-end, two wells had been completed and additional drilling is
expected to continue into 1996. The Nemba Field in Area B is expected to
operate as a satellite of East Kokongo. Contracts were awarded in 1994 for an
early production system consisting of three subsea wells, a tanker for
floating production service and related flowlines and pipelines. Production
start-up is scheduled for the second half of 1995. Tenders were issued in 1994
for the construction of additional Area B facilities, consisting of two
integrated platforms and associated pipelines, related to the development of
Lomba Field and the southern portion of Nemba Field. Start-up is forecasted
for 1997 at which time the early production system at Nemba will be de-
commissioned and the three subsea wells tied-back to Nemba South for continued
production. The Lomba installation will operate as a satellite of Nemba South.
Contracts for the development of the Sanha and N'Dola fields in Area C were
released in the fourth quarter of 1994 following resolution of partner
financing issues. The development will consist of two integrated platforms and
related pipelines and facilities which are currently being fabricated in South
Africa. These fields will act as satellites of East Kokongo with start-up
forecasted for early 1997.

In Nigeria, total production from the 26 CNL-operated fields averaged 369,200
barrels of oil per day, an increase of over 41,000 barrels of oil per day from
1993. This increase was the result of new field development programs,
development drilling in existing fields, workover programs and increased
commercial allowables. Four new fields, Abigborodo, Jokka, Kito and Benin
River, were placed on production in 1994. Benin River production commenced in
December 1994 from one well. Detailed engineering for the full development of
Benin River will continue in 1995 with full production start-up planned for
1996. The platform upgrade program marked its second year in 1994. This
program, intended to upgrade all existing platforms in order to extend the
useful life and enhance the safety and environmental performance of these
facilities, continued at Delta, Meren 1 and Okan fields. Engineering was
completed for Utonana and is underway for Abiteye, Makaraba, Isan/West Isan,
Malu and two satellite platforms at Okan. Work on the Escravos Gas Project,
Phase I, continued in 1994 with the completion of sand-filling at the onshore
site for the Liquefied Petroleum Gas (LPG) extraction/fractionation plant. In
addition, 93 percent of the detailed design engineering work for Phase I of
the project was completed in 1994. This first phase will utilize gas that is
currently being flared in the Okan and Mefa fields. The project will include
offshore gas compression facilities, an onshore LPG extraction plant, and a
floating LPG storage unit anchored offshore. The project will sell gas under a
long term contract to the Nigerian Gas Company in addition to producing
approximately 15,000 barrels per day of hydrocarbon liquids for export. Start-
up of the project is now expected in mid-1997.

                                   - 15 -
<PAGE>
<PAGE>

In the Congo, Chevron and its partners have begun developing the Kitina Field.
Development consists of a drilling jacket with some topside facilities, tied
via a pipeline to other onshore processing and export facilities at Djeno
Terminal. Production is forecasted to begin in mid-1997 with peak production
of 50,000 barrels per day by 1999. In late 1994 the company and its partners
successfully drilled an appraisal well in the 1992 Kitina South discovery. The
development of the N'Kossa Field started in 1993. Two producing platforms
connected to a floating barge containing processing facilities will allow
crude oil and LPG to be loaded onto tankers for direct export. Production is
forecasted to commence in mid-1996 at a rate of 80,000 barrels per day,
reaching peak production of about 120,000 barrels per day in 1998.

In Zaire, one development well, one re-drill, and five workovers were
completed in 1994. Early production from the Tshiala East exploration
discovery was developed by installation of a satellite production platform and
tie-back to existing processing facilities. Additional development planning
studies are underway to evaluate further development of this field.

OTHER INTERNATIONAL INCLUDING AFFILIATED COMPANIES: Development expenditures
in 1994 were $816 million compared to $737 million in 1993. Additions to
proved reserves from extensions, discoveries and improved recoveries were 91
million barrels of crude oil and natural gas liquids and 708 billion cubic
feet of natural gas.

In the United Kingdom the company has interests in over 50 blocks on the U.K.
Continental Shelf which total approximately 1.7 million gross acres, including
six producing fields in the North Sea where interests vary from 4.9 to 33.3
percent. At the Ninian Field in the North Sea, Chevron (24 percent interest)
and its partners are paid a tariff for processing third-party oil and gas
production using available processing capacity at the Ninian facilities. In
1994 third-party oil flowing through the Ninian Field's facilities increased
with production from Columba and Dunbar Fields coming on stream. This follows
production from Staffa Field which was brought on stream in 1992, Lyell Field
(Chevron owns a 33.3 percent interest) in early 1993 and Strathspey Field at
year-end 1993. Production from the first phase of a two-phase development plan
for the North Sea's Alba Field, in which Chevron has a 33 percent interest,
commenced in January 1994. Average daily gross oil production was 42,400
barrels, with a fourth quarter average of 62,900 barrels of oil per day. Plans
for the second phase of Alba, which will develop the southern area of the
reservoir, continued in 1994 with conceptual engineering studies to select a
preferred development option. A decision is expected by late 1995 which should
result in first production from the southern part of the field in 1996. The
Britannia gas field development in the North Sea was approved by the United
Kingdom Department of Trade and Industry at the end of 1994. Development will
initially consist of a steel drilling, production and accommodation platform
and a subsea well center, along with a gas offtake pipeline and onshore gas
processing facilities. Condensate from the field will be transported ashore
via the Forties pipeline system. Gas and gas liquids will be transported to
and processed at the St. Fergus terminal in northeast Scotland. Peak
production is expected to be approximately 740 million cubic feet of gas and
70,000 barrels of condensate per day. Initial production is expected to
commence in late 1998. Agreements have been reached to sell gas to four
purchasers. Chevron's share of production is just over 30 percent.

In Canada, the company continues to concentrate its development efforts in six
core producing areas in Alberta and one in Manitoba where operating
efficiencies and lower operating costs can be realized using existing
infrastructure. In 1994, the company drilled 49 wells that were targeted at
new reserves around existing fields along with 58 development wells. The
company also continued its development of the late-1993 Simonette oil
discovery with further delineation drilling and site construction activities
in 1994.

Chevron has a 27 percent interest in the Hibernia Field, located approximately
200 miles offshore Newfoundland. In 1994, the Gravity Based Structure (GBS)
was floated to a deep water construction site where final construction,
including installation of the topside structures will be completed before mid-
1997, the date for its scheduled towing to the drilling site. Engineering cost
and construction delays caused by the

                                   - 16 -
<PAGE>
<PAGE>

complexity of the GBS have resulted in higher than projected pre-production
costs for the project. The company is working very closely with the Hibernia
Management Development Company and with partners to keep the project on
schedule and to control construction costs. Initial production has been
delayed and is now forecasted for 1998. Hibernia investment is projected to be
slightly over $210 million in 1995, an increase of $17 million over 1994
levels. The company's capitalized investment in this project was $570 million
at year-end 1994.

In Indonesia, Chevron's interests in 13 contract areas are managed by its 50
percent owned P.T. Caltex Pacific Indonesia and Amoseas Indonesia affiliates.
The Duri Steamflood Project, begun in 1985 to assist the difficult production
process for the relatively heavy, waxy Duri crude, is being completed in 12
stages (Areas 1-12). Development of Area 7 is currently underway and steaming
began early in 1995. Area 8 is due to be on stream early in 1997. More than
three billion additional barrels of oil are expected to be recovered from the
Duri Field as a result of steamflooding. Total production at Duri averaged
300,000 barrels per day in 1994. A waterflood project involving 21 fields in
Central Sumatra, including the Minas field, continued in 1994. Over the next
20 years, waterflood operations will be introduced or expanded at these
fields. 

First steam from the Darajat geothermal field, located 115 miles southeast of
Jakarta, was delivered to Prusahaan Listrik Negara (PLN), Indonesia's state
electricity agency, in late 1994. The Darajat I plant was commissioned in late
1994 with initial production targeted for PLN's nearby 55-megawatt power
plant. Negotiations with the Indonesian government on developing Darajat II is
expected to commence in 1995. This future expansion will allow production to
increase to 130 megawatts by 1999.

In Kazakhstan, the company formed a 50/50 joint venture with Tengizmunaigaz, a
subsidiary of Kazakhstanmunaigaz - the national oil company of the Republic of
Kazakhstan - to develop the Tengiz and Korolev oil fields on the northeast
coast of the Caspian Sea. This joint venture affiliate, Tengizchevroil (TCO),
began operations in April 1993. TCO's total production capacity was 65,000
barrels per day for most of 1994. However, production in the early part of
1994 was limited to 35,000 barrels per day due to the amount of mercaptans,
foul-smelling sulfur compounds, in the oil. The mercaptan problem was resolved
at mid-year through the use of chemical scavengers and exports reached 65,000
barrels per day in the fourth quarter. Production capacity was increased to
95,000 barrels per day at year-end with the completion of a second processing
plant. By the end of 1995, production capacity is scheduled to increase to
130,000 barrels per day and could reach 260,000 barrels per day by the late
1990's. However, the pace of further development beyond the 130,000 barrels
per day is dependent on the availability of additional export capacity.
Current production is restricted by the limited transportation facilities
available to TCO to bring the oil to world markets. Tengiz crude oil
production is currently exchanged for Russian crude which is then exported
from Russia to world markets. Production levels have been and are continuing
to be restricted by the monthly export quotas (currently 65,000 barrels per
day) set by Russia under this agreement. The company has been in prolonged
negotiations with the Caspian Pipeline Consortium, composed of the Republics
of Russia and Kazakhstan and the Sultanate of Oman, to agree on terms for an
export pipeline system that would enable the project to increase its
production and sell its output directly to world markets. It is currently
impossible to predict the eventual outcome of these negotiations or its impact
on the joint venture.

In Australia, drilling commenced in October 1994 in the Goodwyn Field which is
being developed as part of the North West Shelf Project in which Chevron holds
a one-sixth interest. Production started in February 1995 with total initial
production expected at around 10,000 barrels of condensate per day, rising to
80,000 barrels of condensate and 900 million cubic feet of natural gas per day
at its peak in 1996. First production from the Wanaea and Cossack oil field
development is expected late in 1995. Combined peak production from the two
oilfields is forecasted at 115,000 barrels of oil per day and should occur in
mid-1996. The liquids-rich gas from Wanaea will be combined with gas from the
North Rankin and Goodwyn fields and processed at the onshore gas plant at
Karratha, which is being modified to allow the export sale of LPG. In 1994,
Chevron and its partners in West Australian Petroleum Pty., Ltd. (WAPET)
continued to evaluate options for the commercialization of the Gorgon gas
field. The North Gorgon 2 appraisal well was

                                   - 17 -
<PAGE>
<PAGE>

successful with combined tests from four sands of 175 million cubic feet of
gas per day. Initial production from the Roller/Skate oilfield development
commenced in May 1994, averaging 40,000 barrels per day. Associated gas from
the Roller/Skate and Saladin fields is being piped to shore and either sold in
the Perth market or stored in the Dongara field for future sales. The Crest
discovery well was put on extended production tests in 1994 and was producing
over 6,000 barrels of oil per day in December. Full field development will
consist of drilling two more wells onshore Thevenard Island and tying them
into existing facilities in mid-1995. Chevron's interest in WAPET projects
varies from 26 to 50 percent.

In Papua New Guinea, Chevron (19 percent interest) and its partners are
currently undertaking front-end engineering work on the Gobe fields in the
southeastern portion of the PPL-161 license. This work is expected to lead to
the submission of a Petroleum Development License application to the Papua New
Guinea government in 1995. The Gobe fields consist of SE Gobe (discovered in
1991) and Gobe Main (discovered in 1993). A delineation program on Gobe Main
was conducted in 1994 that defined the scope of the oil discovery and allowed
planning for a joint development of the two fields to progress. If the
government approves the development application in early 1996, initial oil
production from the Gobe fields will commence in 1997. Chevron and its
partners, as well as other competitor groups, have made significant gas
discoveries in the Papuan Basin. Evaluations for the development of gas
discoveries in the PPL-101 license (P'nyang and Juha gas fields) and the PDL-2
license (Hedinia field gas cap) are continuing. An active development drilling
program designed to accelerate production and develop new reserves is
scheduled for the Kutubu fields in early 1995. This program, which will
contain both vertical and horizontal wells, is expected to allow production
from the Kutubu fields to remain at a rate in excess of 100,000 barrels of oil
per day throughout 1995.

In China, work continued in 1994 on projects to develop the HZ/32-2 and
HZ/32-3 fields in the South China Sea. The plan includes two platforms, 12
additional wells and a tie-in to the existing production facility at the
HZ/21-1 Field. Initial production, expected to peak at 45,000 barrels per day,
is scheduled for mid-1995. Chevron holds a 16 percent interest in the venture.

In Kuwait, the company signed a three-and-a-half year agreement with the
Kuwait Oil Company in August 1994 to provide technical services to help
develop the Burgan Field, the world's second largest oil field.

    PETROLEUM - NATURAL GAS LIQUIDS

Chevron's wholly owned Warren Petroleum Company is engaged in all phases of
the domestic natural gas liquids (NGL's) business and is the largest U.S.
wholesale marketer of natural gas liquids, selling to customers in 46 states.
Warren also conducts Chevron's international liquefied petroleum gas (LPG)
trading and sales activities. Sales in 1994 totaled 281,000 barrels per day
(includes sales of 72,000 barrels per day to Chevron subsidiaries). Warren's
business encompasses: 

     EXTRACTION - Warren operates 18 gas processing plants in Oklahoma, Texas,
     Louisiana and New Mexico with a total processing capacity of 3.5 billion
     cubic feet of gas per day and holds equity interests in an additional 25
     plants. Natural gas from Chevron's and other producers' wells is piped to
     these plants, where the various liquids are extracted. Warren's share of
     gas liquids production from these plants was 66,000 barrels per day in
     1994.

     FRACTIONATION - Raw natural gas liquids are collected from Warren's
     processing plants, third-party purchases and Warren's gas liquids import
     facility on the Houston Ship Channel and transported via pipelines to
     Warren's fractionation plant at Mont Belvieu, Texas. The 220,000 barrel
     per day capacity facility fractionates raw NGL's into ethane, propane,
     normal butane, iso-butane and natural gasoline products. The Mont Belvieu
     complex includes a 45 million barrel capacity underground gas liquids
     storage facility.

                                   - 18 -
<PAGE>
<PAGE>

     DISTRIBUTION - Gas liquids are distributed to refineries, petrochemical
     manufacturers and independent distributors via terminals supplied by
     pipelines, barges, tank cars and trucks. NGL imports and exports are
     handled at Warren's marine terminal, the Warrengas Terminal, located on
     the Houston Ship Channel and linked to the Mont Belvieu complex by
     dedicated pipelines. Petrochemical manufacturers are the main purchasers
     of ethane while propane is sold to petrochemical manufacturers as well as
     residential and commercial users. Refineries are the major customers for
     the remaining types of NGL's.

Warren's activities in international LPG business development included
marketing LPG for other Chevron companies in Canada, West Africa, the U.K.,
and Australia. In 1994, the company also lent support to a Caltex study of LPG
opportunities in China.

In 1994, Warren began construction of field gathering and compression
facilities to support Chevron U.S.A. Production Company's Pakenham Field
acquisition in West Texas. The company also converted an underutilized
ethylene pipeline owned by Chevron Chemical Company to an isobutane pipeline
in 1994, allowing Warren to utilize the excess fractionation capacity it had
at its Mt. Belvieu, Texas plant to produce isobutane for transportation and
sale in the Texas City, Texas market.

The company's total third-party natural gas liquids sales volumes over the
last three years are reported in the following table.

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

                    NATURAL GAS LIQUIDS SALES VOLUMES
                     (Thousands of barrels per day)

                                            1994   1993   1992
                                            ----   ----   ----
           United States - Warren            209    208    191
           United States - Other               6      3      3
                                            ----   ----   ----
           Total United States               215    211    194
           Canada                             27     30     26
           Other International                 7      7      7
                                            ----   ----   ----
           Total Consolidated Companies      249    248    227
                                            ====   ====   ====

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


   PETROLEUM - RESERVES AND CONTRACT OBLIGATIONS

Table IV on pages FS-33 and FS-34 of this Annual Report on Form 10-K sets
forth the company's net proved oil and gas reserves, by geographic area, as of
December 31, 1994, 1993, and 1992. During 1994, the company filed estimates of
oil and gas reserves with the Department of Energy, Energy Information Agency.
Those estimates were consistent with the reserve data reported on page FS-34
of this Annual Report on Form 10-K.

The company sells gas from its producing operations under a variety of
contractual arrangements. Most contracts generally commit the company to sell
quantities based on production from specified properties but certain gas sales
contracts specify delivery of fixed and determinable quantities. In the United
States, the quantities of natural gas the company is obligated to deliver in
the future under existing contracts is not significant in relation to the
quantities available from the production of the company's proved developed
U.S. reserves in these areas. Outside the United States, the company replaced
its single Western Australian domestic gas contract with six agreements,
involving sales to five direct-end users. Those agreements commit the company
to deliver approximately 258 billion cubic feet of natural gas through 2005.
The company believes it can satisfy these contracts from quantities available
from production of the company's proved developed Australian natural gas
reserves.

                                   - 19 -
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    PETROLEUM - REFINING

The daily refinery inputs over the last three years for the company's and its
affiliate's refineries are shown in the following table.

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

           PETROLEUM REFINERIES: LOCATIONS, CAPACITIES AND INPUTS
         (Inputs and Capacities are in Thousands of Barrels Per Day)

                              DECEMBER 31, 1994
                              ------------------           REFINERY INPUTS 
                                        OPERABLE        --------------------
LOCATIONS                     NUMBER    CAPACITY        1994    1993    1992
----------------------------  ------    --------        ----    ----    ----
Pascagoula,    Mississippi         1         295         324     283     294
Port Arthur,   Texas (1)           1         185         158     177     189
Richmond,      California          1         230         220     228     228
El Segundo,    California          1         230         227     233     235
Philadelphia,  Pennsylvania (1)    -           -          94     184     164
Other (2)                          6         261         190     202     201
                                  --       -----       -----   -----   -----
Total United States               10       1,201       1,213   1,307   1,311
                                  --       -----       -----   -----   -----

Burnaby, B.C., Canada              1          50          47      43      41
Milford Haven,
  Wales        United Kingdom      1         115         116     120     103
                                  --       -----       -----   -----   -----
Total International                2         165         163     163     144
                                  --       -----       -----   -----   -----
Total Consolidated Companies      12       1,366       1,376   1,470   1,455

Equity in      Various
  Affiliate      Locations        14         492         460     435     399
                                  --       -----       -----   -----   -----
Total Including Affiliate         26       1,858       1,836   1,905   1,854
                                  ==       =====       =====   =====   =====

(1) The company sold the Philadelphia, Pennsylvania refinery in August 1994
    and the Port Arthur, Texas refinery in February 1995.

(2) Refineries in El Paso, Texas; Barber's Point, Hawaii; Salt Lake City,
    Utah; Perth Amboy, New Jersey; Willbridge, Oregon; and Richmond Beach,
    Washington. Capacity and input amounts for El Paso represent Chevron's
    share.

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

At the end of 1994, Chevron had the largest U.S. refining capacity and ranked
among the top ten in worldwide refining capacity including its share of
affiliate's refining capacity. The company wholly owned and operated 10
refineries in the United States and one each in Canada and the United Kingdom.
The company's Caltex Petroleum Corporation affiliate owns or has interests in
14 operating refineries in Japan (4), Korea, the Philippines, Australia, New
Zealand, Bahrain, Singapore, Pakistan, Thailand, Kenya and South Africa.

Distillation operating capacity utilization in 1994 averaged 93 percent in the
United States and 94 percent worldwide (including affiliate), compared with 94
percent in the United States and 95 percent worldwide in 1993. Chevron's
capacity utilization of its domestic cracking and coking facilities, which are
the primary facilities used to convert heavier products to gasoline and other
light products, averaged 90 percent in 1994, up 2 percent from 1993.

In 1994, the company continued work on various expansion/upgrade projects,
which are expected to cost over $1 billion when completed, at its Richmond and
El Segundo, California, refineries. These projects are aimed at meeting
regional clean air requirements and producing cleaner burning motor gasoline
and diesel fuel as required by the California Air Resources Board and the
Federal Clean Air Act Amendments of 1990. Projects to produce federal
reformulated gasoline were completed at both refineries in 1994. In addition,
a $300 million investment to upgrade key processing units to improve yields of
high value light products is continuing at the Richmond refinery.

                                   - 20 -
<PAGE>
<PAGE>

For the last few years, the U.S. downstream industry has been going through
massive recapitalization in order to meet the stringent new environmental
requirements under the 1990 amendments to the Clean Air Act. As a result, in
1993, the company announced a major restructuring of the company's downstream
operations which included the divestment of refineries in Philadelphia,
Pennsylvania and Port Arthur, Texas. These refineries no longer fit in
Chevron's long term plans to have a more strategically focused U.S. refining
operation and the divestitures would reduce the capital expenditures that
would have been required to meet the Clean Air Act amendments. The company
sold its Philadelphia, Pennsylvania, refinery to Sun Company, Inc. in August
1994 and its Port Arthur, Texas, refinery to Clark Refining and Marketing,
Inc. in February 1995.

Federal regulations required that reformulated gasoline (RFG) be sold in nine
mandated areas in the United States beginning January 1, 1995. In addition,
certain states and other areas voluntarily opted for the RFG requirement. Some
of these areas have subsequently withdrawn, or are considering withdrawing,
from the voluntary requirement. Also, in some areas complaints have surfaced
that an RFG ingredient, MTBE, is causing illness among users. The company is
unable to predict the outcome of these developments on its operations and the
industry. Chevron is selling RFG in a total of nine mandated and voluntary
areas.

In 1994, Caltex and its partners continued construction of a grassroots,
130,000 barrels per day refinery in Thailand. Mechanical completion of the
refinery is expected by the first quarter of 1996, with full production
commencing by mid-1996. The anticipated fall 1995 completion of the Residuum
Fluid Catalytic Cracking (RFCC) unit at the Singapore export refinery will
mark the completion of that refinery's expansion/upgrade project. The upgrade
will increase refining capacity by 60,000 barrels per day, increase yield of
light products by 33,000 barrels per day, and enable the refinery to produce
oxygenated unleaded gasoline and low sulfur diesel fuel. At the Yocheon
refinery in South Korea, construction of an RFCC unit is currently underway to
position Caltex's Honam affiliate for Korea's shift to a higher-margin,
lighter product mix.

    PETROLEUM - REFINED PRODUCTS MARKETING

PRODUCT SALES: The company and its Caltex Petroleum Corporation affiliate
markets petroleum products throughout much of the world. The principal
trademarks for identifying these products are "Chevron," "Gulf" (principally
in the United Kingdom) and "Caltex."  U.S. sales volumes of refined products
by the company during 1994 amounted to 1,314 thousand barrels per day,
equivalent to approximately eight percent of total U.S. consumption. Worldwide
sales volumes, including the company's share of affiliate's sales, averaged
2,248 thousand barrels per day in 1994, a decrease of about four percent over
1993. This decrease was largely due to the sale of the company's Philadelphia,
Pennsylvania, refinery in August 1994, and refinery downtime in the first half
of 1994.

                                   - 21 -
<PAGE>
<PAGE>

The following table shows the company's and its affiliate's refined product
sales volumes, excluding intercompany sales, over the past three years.

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

                        REFINED PRODUCTS SALES VOLUMES
                        (Thousands of Barrels Per Day)

                                         1994     1993     1992
                                        -----    -----    -----
            UNITED STATES
               Gasolines                  615      652      646
               Gas Oils and Kerosene      277      325      347
               Jet Fuel                   260      247      252
               Residual Fuel Oil           65       94      110
               Other Petroleum Products*   97      105      115
                                        -----    -----    -----
               Total United States      1,314    1,423    1,470
                                        -----    -----    -----


            INTERNATIONAL
               United Kingdom             118      111      108
               Canada                      56       50       39
               Other International        140      168      147
                                        -----    -----    -----
               Total International        314      329      294
                                        -----    -----    -----
               Total Consolidated
                 Companies              1,628    1,752    1,764

               Equity in Affiliate        620      594      565
                                        -----    -----    -----
               Total Including
                 Affiliate              2,248    2,346    2,329
                                        =====    =====    =====
          
               * Principally naphtha, lubes, asphalt and coke.

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

The company's Canadian sales volumes consist of refined product sales in
British Columbia and Alberta by the company's Chevron Canada Ltd. subsidiary.
In the United Kingdom, the sales volumes reported comprise a full range of
product sales by the company's Gulf Oil (Great Britain) Ltd. subsidiary. The
1994 volumes reported for "Other International" relate primarily to
international sales of aviation, marine fuels, and refined products in Latin
America, the Far East and elsewhere. The equity in affiliate's sales in 1994
consists of the company's interest in Caltex Petroleum Corporation, which
operates in 61 countries including Australia, the Philippines, New Zealand,
South Africa and, through Caltex affiliates, in Japan and Korea.

RETAIL OUTLETS: In the United States, the company supplies, directly or
through jobbers, approximately 8,600 motor vehicle, aircraft and marine retail
outlets, including more than 2,000 company-owned or -leased motor vehicle
service stations. The company's gasoline market area is concentrated in the
Southern, Southwestern and Western states. Chevron estimates it is the fourth
largest seller of gasoline in the United States and is among the top three
marketers in 15 states.

Chevron is continuing its efforts to increase non-fuel related revenues
through its existing customer and asset base. In 1994, the company revised its
credit terms for Chevron credit card holders and introduced a "Gold" tier to
its Travel Club. The company is also gauging consumer interest in having
McDonald's restaurants on the premises of company-owned service stations, with
a number of test sites in Texas and Louisiana now in operation. Revenues from
Direct Mail Marketing, introduced in 1993, continued to grow in 1994.

The company continued to expand its "FastPay" system by approximately 700
stations in 1994, increasing the total service stations with the system to
over 2,000 nationwide. This automated system allows credit card customers to
pay at the pump with credit approvals processed in about five seconds using
satellite data transmission.

                                   - 22 -
<PAGE>
<PAGE>

Internationally, the company's branded products are sold in 200 owned or
leased stations in British Columbia, Canada and in 498 (233 owned or leased)
stations in the United Kingdom.

    PETROLEUM - TRANSPORTATION

TANKERS: Chevron's controlled seagoing fleet at December 31, 1994 is
summarized in the following table. All controlled tankers were utilized in
1994.

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

                       CONTROLLED TANKERS AT DECEMBER 31, 1994

                        U.S. FLAG                      FOREIGN FLAG
             -----------------------------   ------------------------------
                        CARGO CAPACITY                   CARGO CAPACITY
             NUMBER  (millions of barrels)   NUMBER   (millions of barrels)
             ------  ---------------------   ------   ---------------------
Owned          1                -              23               22
Bareboat
  Charter      6                2               7               12
Time-Charter   -                -               8                4
             ----             ----            ----             ----
Total          7                2              38               38
             ====             ====            ====             ====

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

Federal law requires that cargo transported between domestic ports be carried
in ships built and registered in the United States, owned and operated by U.S.
entities and manned by U.S. crews. At year-end 1994, the company's U.S. flag
fleet was engaged primarily in transporting crude oil from Alaska and
California terminals to refineries on the West Coast and Hawaii, refined
products between the Gulf Coast and East Coast, and refined products from
California refineries to terminals on the West Coast, Alaska and Hawaii.

At year-end 1994, two of the company's controlled international flag vessels
were being used for floating storage. The remaining international flag vessels
were engaged primarily in transporting crude oil from the Middle East,
Indonesia, Mexico, West Africa and the North Sea to ports in the United
States, Europe, the United Kingdom, and Asia. Refined products also were
transported worldwide.

In addition to the tanker fleet summarized in the table above, the company
owns a one-sixth undivided interest in each of six liquefied natural gas (LNG)
ships that are bareboat chartered to the Australian North West Shelf Project.
One of the ships, the Northwest Stormpetrel, was delivered in late December
1994. These ships, along with two time-chartered LNG vessels, transport LNG
from Australia primarily to various Japanese gas and electric utilities.

Chevron continued to upgrade and "right-size" its fleet of vessels in 1994 by
taking delivery of two 1.1 million barrel capacity, double hull tankers and
selling two 2.0 million, one 1.2 million and one .9 million barrel capacity
tankers. The company also reduced its time-chartered fleet by a net one tanker
and 1.0 million barrels of capacity during 1994.

Page 28 of this Annual Report on Form 10-K contains a discussion of the
effects of the Federal Oil Pollution Act on the company's shipping operations.

                                   - 23 -
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<PAGE>

PIPELINES: Chevron owns and operates an extensive system of domestic crude
oil, refined products and natural gas pipelines. The company also has direct
or indirect interests in other domestic and international pipelines. The
company's ownership interests in pipelines are summarized in the following
table:

            -----------------------------------------------------------
                   PIPELINE MILEAGE AT DECEMBER 31, 1994

                                     WHOLLY      PARTIALLY
                                     OWNED       OWNED (1)       TOTAL
                                     -----        -----         ------
            UNITED STATES:
              Crude oil (2)          5,150          620          5,770
              Natural gas              413           32            445
              Petroleum products     4,041        1,472          5,513
                                     -----        -----         ------
              Total United States    9,604        2,124         11,728
                                     -----        -----         ------

            INTERNATIONAL:
              Crude oil (2)              -          785            785
              Natural gas                -          205            205
              Petroleum products        12          109            121
                                     -----        -----         ------
              Total International       12        1,099          1,111
                                     -----        -----         ------
             Worldwide               9,616        3,223         12,839
                                     =====        =====         ======

            (1)  Reflects equity interest in lines.
            (2)  Includes gathering lines related to the transportation
                 function. Excludes gathering lines related to the
                 domestic production function.

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

The company has signed an agreement with Pemex, the national oil company of
Mexico, to build a $8.5 million, 19-mile pipeline from Chevron's El Paso,
Texas, refinery to a Pemex storage terminal just south of Ciudad Juarez,
Mexico. The pipeline will transport gasoline, diesel, and possibly kerosene
and is expected to be in service in 1996, pending approval by various
regulatory agencies.

    CHEMICALS

The company's chemical operation manufactures and markets commodity chemical
products for industrial use and chemical additives for fuels and lubricants.
After a period of ample supplies caused by industry production overcapacity,
the petrochemical industry rebounded dramatically in 1994. The excess industry
capacity of the last four years was rapidly eliminated as improved
industrialized economies, particularly in the United States, raised demand for
consumer goods, many of which are made from or packaged with plastics derived
from commodity chemicals marketed by the company. The elimination of the
industry's excess capacity tightened supplies, which led to higher margins for
the company's products. The profitability of chemical operations in 1994 was
further enhanced by the restructuring and cost reduction programs the company
had undertaken in recent years which positioned the company to benefit from
improved industry conditions.

At year-end 1994, Chevron Chemical Company owned and operated 20 U.S.
manufacturing facilities in 10 states, owned manufacturing facilities in
Brazil and France, and owned a majority interest in a manufacturing facility
in Japan. The principal domestic plants are located at Cedar Bayou, Orange and
Port Arthur, Texas; St. James and Belle Chasse, Louisiana; Marietta, Ohio;
Pascagoula, Mississippi; St. Helens, Oregon; and Richmond, California. The
company's three major operating divisions are "Aromatics and Derivatives,"
which are marketed in 32 countries, "Olefins and Derivatives," which are
marketed in 45 countries and "Oronite Additives," which are marketed in over
80 countries. The following table shows, by chemical division, 1994 revenues
and the number of owned or majority owned chemical manufacturing facilities
and combined operating capacities as of December 31, 1994.

                                   - 24 -
<PAGE>
<PAGE>

-----------------------------------------------------------------------------
                            CHEMICAL OPERATIONS

                          MANUFACTURING
                           FACILITIES                                1994
                       -------------------         ANNUAL        REVENUE (1)
DIVISION               U.S.  INTERNATIONAL        CAPACITY       ($ Millions)
---------------------  ----  -------------  -------------------  ------------
Olefins and
  Derivatives           11         -          7,050 million lbs.    $1,186
Aromatics and
  Derivatives            5         -          5,210 million lbs.       944
Oronite Additives        2         3            160 million gal.       832
Other (including
  excise tax)            2         -                  (2)              119
                        --         -                                ------
  Totals                20         3                                $3,081
                        ==         =                                ======

(1)  Excludes intercompany sales.
(2)  No meaningful common measurement.
-----------------------------------------------------------------------------

The company plans to expand its linear low density polyethylene (LLDPE)
manufacturing facility at Cedar Bayou, Texas in 1995 with project completion
expected in the first quarter of 1996. The expansion will increase the plant's
production capacity of LLDPE by 340 million pounds per year. The plant is also
capable of manufacturing high density polyethylene. These materials are used
to produce a variety of products for the packaging industry.

The company is continuing with its previously announced plans to withdraw from
its agricultural and consumer product businesses. Plans to shut down the
company's nitric acid and fertilizer plants in Richmond, California by the end
of July 1995 were announced by the company in late January 1995. Chevron sold
the majority of its nitrogen fertilizer business to Unocal in 1991 and has
operated the facilities since that time under contract with Unocal. The
company's remaining fertilizer plant in St. Helens, Oregon is currently for
sale.

    COAL AND OTHER MINERALS

COAL: The company's wholly-owned coal mining and marketing subsidiary, The
Pittsburg and Midway Coal Mining Co. (P&M), owned and operated four surface
and three underground mines at year-end 1994. Three of the mines are located
in New Mexico and one each in Alabama, Wyoming, Kentucky and Colorado. All of
the mines produce steam coal used primarily for electric power generation.
P&M's strategy is to focus on regional markets in the United States,
capitalizing on major utility growth markets in the southwest and southeast.

In 1994, the company restructured its interest in the Black Beauty Coal
Company by adding a new partner who contributed both cash and additional coal
properties to the partnership.  This restructuring reduced the company's
interest in the partnership from 50 percent to 33 percent. The Black Beauty
Coal Company's principal operations are in the Indiana/Illinois coal market.

Sales of coal from P&M's wholly-owned mines and from its interest in the Black
Beauty Coal Company were 20.4 million tons in 1994, a decrease of
approximately 2 percent from 1993 sales of 20.8 million tons. However, 1994
production was at 94 percent of estimated capacity, a 2 percent increase over
1993. About 59 percent of 1994 sales came from two mines, the McKinley Mine in
New Mexico and the Kemmerer Mine in Wyoming. The average selling price for
coal from mines owned and operated by P&M was $24.39 per ton in 1994 compared
to $24.62 per ton in 1993, contributing $414 million and $426 million to
Chevron's consolidated sales and other operating revenues in 1994 and 1993,
respectively. At year-end 1994, P&M controlled approximately 538 million tons
of developed and undeveloped coal reserves.

Demand growth for coal in the United States remains largely dependent on the
demand for electric power, which in turn depends on regional and national
economic conditions and on competition from other fuel sources. In 1994, the
electric utility industry consumed over 80 percent of all coal produced in the
United States.

                                   - 25 -
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<PAGE>

Approximately 87 percent of P&M's coal sales are made to electric utilities.
Of those sales, about 50 percent are under contracts longer than 10 years and
20 percent are under three to ten year contracts. As a result, P&M is not
particularly exposed to short-term fluctuations in market prices. Generally,
these contracts contain negotiated cost pass through and inflation adjustment
provisions.

P&M controls a significant inventory of low-sulfur coal reserves, and the
company expects demand for this type of coal to grow as utilities implement
their strategies to comply with the air quality emission standards of Phase I
of the Clean Air Act Amendments of 1990, which began on January 1, 1995. In
addition, P&M anticipates that the Energy Policy Act of 1992 will increase
competition in the electric power market and will provide new market
opportunities for low-cost coal producers.

OTHER MINERALS: In 1994, the company completed its previously announced plan
to exit the non-coal minerals business by selling its two remaining non-coal
assets: the company's 50 percent interest in the Stillwater Mining Company, a
Montana platinum-palladium mining operation, and the company's 52.5 percent
holding in some zinc-lead prospects in Ireland.

    REAL ESTATE

The company's real estate activities are carried out primarily through its
wholly owned subsidiaries, Chevron Land and Development Company and Huntington
Beach Company (collectively, Chevron Land). Chevron Land's activities are
predominantly handled by the company's offices in Newport Beach and San
Francisco, California.

Real estate operations have concentrated on converting Chevron's surplus fee
production properties in California into residential and commercial real
estate. After making major infrastructure improvements, the properties are
sold to third parties or jointly developed. At the end of 1994, Chevron Land
managed approximately 35,000 acres of real estate in California. The company
also leases approximately 70,000 acres of irrigated farmland and 160,000 acres
of rangeland to local growers and ranchers in California's San Joaquin Valley.

Chevron Land participates in residential developments through partnerships
with home builders. During 1994, the company sold over 340 homes in
California, more than doubling the 160 homes sold in 1993. The California
economy is now beginning to show signs of renewed economic growth and the
company is positioning itself to take advantage of the recovery by developing
properties at a pace that meets market demand while preserving current real
estate development entitlements.

In addition to its sales of residential real estate, the company also
generated over $140 million in revenues from about 25 sales involving
commercial, recreational or undeveloped real estate. The largest of these
sales involved the sale of two undeveloped properties to Kaufman and Broad and
the sale of two golf courses and related facilities to Club Corporation of
America. These sales were made through the company's 80 percent interest in
the Coto de Caza Partnership.

The company announced in March 1995 that it has established a marketing team
for the possible sale of its real estate development assets. If a satisfactory
price and other terms can be obtained, the company hopes to conclude the sale
in 1995.

    RESEARCH AND ENVIRONMENTAL PROTECTION

RESEARCH: The company's principal research laboratories are at Richmond and La
Habra, California. The Richmond facility engages in research on new and
improved refinery processes, develops petroleum and chemical products, and
provides technical services for the company and its customers. The La Habra
facility conducts research and provides technical support in geology,
geophysics and other exploration science, as well as oil production methods
such as hydraulics, assisted recovery programs and drilling, including
offshore drilling. Employees in subsidiaries engaged primarily in research
activities at year-end 1994 numbered approximately 2,000.

                                   - 26 -
<PAGE>
<PAGE>

Chevron's research and development expenses were $179 million, $206 million
and $229 million for the years 1994, 1993 and 1992, respectively.

In 1994, the company developed a synthetic-based drilling mud for offshore
use. Drilling mud is a liquid mixture that transports drill cuttings or small
rock fragments out of the well. Conventional oil-based muds produce toxic oil-
coated cuttings that are illegal to dispose of offshore. The new synthetic
drilling mud meets all environmental requirements for discharge directly into
the ocean, thereby eliminating the additional expense needed to transport and
dispose of the cutting onshore.

The company signed an agreement in 1994 with Excel Paralubes, a joint venture
of Conoco Inc. and Pennzoil Products Co., which licensed the company's
Isodewaxing technology for a new lube oil manufacturing facility to be built
at Conoco's Lake Charles refinery in Westlake, Louisiana. The Isodewaxing
technology was also selected by Petro-Canada for a major expansion of their
lube oil facilities in Mississauga, Ontario. Isodewaxing is a catalytic
process that changes the characteristics of waxy molecules in crude
feedstocks, resulting in a greater yield of high-quality base oils at a lower
operating cost than conventional solvent based processing. The Petro-Canada
facility is expected to come on stream in the fourth quarter 1996, followed by
the Excel Paralube facility in 1997. The company also licensed, in 1994, its
residuum desulfurization technology to Tohoku Oil Co. of Japan for its 100,000
barrel per day Sendai refinery and to Formosa Petrochemical Corporation for
its 450,000 barrel per day refinery in Taiwan.

Licenses under the company's patents are generally made available to others in
the petroleum and chemical industries. However, the company's business is not
dependent upon licensing patents. 

ENVIRONMENTAL PROTECTION: One of Chevron's corporate strategies is to give
high priority to environmental, public and governmental concerns. Chevron's
revised corporate policy on Health, Environment and Safety was approved by the
stockholders in 1991. In 1992, a comprehensive series of 102 management
practices was approved by senior management to strengthen the implementation
of the policy. The program is called "Protecting People and the Environment"
and is modeled after the Chemical Manufacturers Associations' program called
"Responsible Care." It is also similar to the American Petroleum Institute's
program called "Strategies for Today's Environmental Partnership." In 1994,
the company published an environmental, health and safety performance report
named "Measuring Progress - A Report on Chevron's Environmental Performance."
This report describes the company's environmental performance since its last
environmental report issued in 1990 and summarizes the company's policy and
approach to environmental protection.

The company's oil and gas exploration activities, along with those of many
other petroleum companies, have been hampered by drilling moratoria, imposed
because of environmental concerns, in areas where the company has leasehold
interests, particularly Alaska, offshore Florida and offshore California.
Difficulties and delays in obtaining necessary permits, such as those
experienced by Chevron and its partners in the Point Arguello Field offshore
California, can delay or restrict oil and gas development projects. While
events such as these can impact current and future earnings, either directly
or through lost opportunities, the company does not believe they will have a
material effect on the company's consolidated financial position, its
liquidity, or its competitive position relative to other domestic or
international petroleum concerns. The situation has, however, been a factor,
among others, in the shift of the company's exploration efforts to areas
outside of the United States.

Since 1991, the company has spent about $1.2 billion in capital expenditures
on air quality projects at its refining facilities, primarily in order to
comply with federal and state clean air regulations and to provide consumers
with fuels that reduce air pollution and air toxicity. The Clean Air Act
Amendments of 1990 require that only reformulated gasoline (RFG) may be sold
in the nine worst ozone areas in the United States beginning on January 1,
1995 while other areas may voluntarily opt into the RFG requirement. Chevron
began selling RFG in nine areas in 1995. The California Air Resources Board
requires a more stringent reformulated gasoline be sold statewide beginning in
March 1996 and work is continuing at the company's Richmond and El Segundo,
California, refineries to meet these requirements.

                                   - 27 -
<PAGE>
<PAGE>

The Federal Oil Pollution Act of 1990 (OPA) expanded federal authority to
direct responses to oil spills to improve preparedness and response
capabilities and to impose penalties on spillers for restoration costs and
loss of use of the resources during restoration. Under OPA, the U.S. Coast
Guard imposed new regulations on owners of vessels operating in U.S. waters
after December 28, 1994 which required owners to meet strict guidelines for
financial responsibility in the case of an oil spill. The company complied
with the requirements by self-insurance and was issued a Certificate of
Financial Responsibility for each of its vessels operating in U.S. waters
prior to the December 28 deadline. OPA also requires the scheduled phase-out
of single hull tankers for trading to U.S. ports, which has resulted in the
utilization of more costly double hull tankers. Many of the coastal states
have enacted or are preparing legislation in these same areas. In 1994, the
company took delivery of two double hull tankers, the last of seven such
vessels ordered in 1990. The company has been actively involved in the Marine
Preservation Association, a non-profit organization that funds the Marine
Spill Response Corporation (MSRC). MSRC owns the largest stockpile of oil
spill response equipment in the nation and operates five strategically located
U.S. coastal regional centers.

The company expects the enactment of additional federal and state regulations
addressing the issue of waste management and disposal and effluent emission
limitations for offshore oil and gas operations. While the costs of operating
in an environmentally responsible manner and complying with existing and
anticipated environmental legislation and regulations, including loss
contingencies for prior operations, are expected to be significant, the
company anticipates that these costs will not have a material impact on its
consolidated financial position, its liquidity, or its competitive position in
the industry.

In 1994, the company's U.S. capitalized environmental expenditures were $645
million, representing approximately 33 percent of the company's total
consolidated U.S. capital and exploratory expenditures. The company's U.S.
capitalized environmental expenditures were $620 million and $430 million in
1993 and 1992, respectively. These environmental expenditures include capital
outlays to retrofit existing facilities, as well as those associated with new
facilities. The expenditures are predominantly in the petroleum segment and
relate mostly to air and water quality projects and activities at the
company's refineries, oil and gas producing facilities and marketing
facilities. For 1995, the company estimates that capital expenditures for
environmental control facilities will be approximately $558 million. The
actual expenditures for 1995 will depend on various conditions affecting the
company's operations and may differ significantly from the company's forecast.
The company is committed to protecting the environment wherever it operates,
including strict compliance with all governmental regulations. The future
annual capital costs of fulfilling this commitment are uncertain, but are
expected to decrease after expenditures required to produce fuels that reduce
air pollution and air toxicity reached their peak in 1994.

Under provisions of the Superfund law, Chevron has been designated as a
potentially responsible party (PRP) for remediation of a portion of 238
hazardous waste sites. Since remediation costs will vary from site to site as
well as the company's share of responsibility for each site, the number of
sites in which the company has been identified as a PRP should not be used as
a relevant measure of total liability. At year-end 1994, the company's
environmental remediation reserve related to Superfund sites amounted to $61
million. Forecasted expenditures for the largest of these sites, located in
California, amounts to approximately 20 percent of the reserve.

The company's 1994 environmental expenditures, remediation provisions and
year-end environmental reserves are discussed on pages FS-2 through FS-4 of
this Annual Report on Form 10-K. These pages also contain additional
discussion of the company's liabilities and exposure under the Superfund law
and additional discussion of the effects of the Clean Air Act Amendments of
1990.

                                   - 28 -
<PAGE>
<PAGE>

ITEM 2. PROPERTIES

The location and character of the company's oil and gas and minerals and real
estate properties and its refining, marketing, transportation and chemical
facilities are described above under Item 1. Business and Properties.
Information in response to the Securities Exchange Act Industry Guide No. 2
("Disclosure of Oil and Gas Operations") is also contained in Item 1 and in
Tables I through VI on pages FS-30 to FS-35 of this Annual Report on Form
10-K. Note 12, "Properties, Plant and Equipment," to the company's financial
statements contained on page FS-25 of this Annual Report on Form 10-K presents
information on the company's gross and net properties, plant and equipment,
and related additions and depreciation expenses, by geographic area and
industry segment for 1994, 1993 and 1992.

ITEM 3. LEGAL PROCEEDINGS

A.   CITIES SERVICE TENDER OFFER CASES.
The complaint by Cities Service Co. ("Cities Service") and two individual
plaintiffs was originally filed in August 1982 in Oklahoma state court in
Tulsa. Prior proceedings have effectively eliminated the two individual
plaintiffs as parties. The defendants were initially Gulf Oil Corporation and
GOC Acquisition Corporation. Subsequent filings have identified Chevron U.S.A.
Inc. as the successor in interest to Gulf Oil Corporation. In the original
complaint Cities Service pleaded for damages of not less than $2.7 billion
together with legal interest for breach of contract and misrepresentation. The
great bulk of the damages were related to claims on behalf of shareholders of
Cities Service. All of the claims by Cities Service shareholders have been
dismissed.

Plaintiff Cities Service filed its Second Amended Petition on April 25, 1994,
adding Oxy U.S.A. as the successor to plaintiff Cities Service, adding Chevron
U.S.A. Inc. as successor to Gulf Oil Corporation and adding Chevron
Corporation as a new defendant. In addition to the existing claims for breach
of contract and fraud, the amendments added the following causes of action:
willful and malicious breach of contract, negligent misrepresentation,
interference with prospective economic advantage in connection with the 1989
proposed Oxy-Cities Department of Energy ("DOE") settlement, and the claimed
DOE liability as additional contract damages and as additional fraud damages.
The amendment also added a claim for punitive damages based upon the alleged
fraud, negligent misrepresentation, willful breach and interference claims and
requested not less than $100 million on each of the several claims, together
with pre-judgment interest and punitive damages. It also requested $12 million
plus prejudgment interest for Cities' costs in defending against DOE
proceedings since 1989, and an order entitling Cities Service to recover such
"restitutionary obligation" amounts ultimately paid by Oxy U.S.A. to the DOE
in excess of its proposed 1989 DOE settlement, and punitive damages.

Defendants answered, in part, the plaintiff's Second Amended Petition and
moved to dismiss the claims for negligent misrepresentation, malicious breach
of contract and interference with prospective economic advantage. In addition,
defendant Chevron Corporation moved to dismiss the petition for lack of
subject matter jurisdiction.

The motion to dismiss the new tort claim and certain other claims was denied
and an answer to these claims was timely filed. Chevron Corporation's motion
to dismiss for lack of personal jurisdiction was granted on September 7, 1994.
Plaintiff's motion to dismiss defendants' counterclaim was also granted.

The Oklahoma Supreme Court has denied defendants' petition for certiorari on
the trial court's certified interlocutory order concerning the defenses based
upon certain conditions in the contract and alleged misstatements by plaintiff
concerning its potential DOE liability.

Plaintiff's motion to bifurcate this case for two trials was granted by the
trial court on January 23, 1995. The first trial will concern plaintiff's
claims for alleged breach of contract, willful and malicious breach of
contract, and negligent misrepresentation. The second trial will cover
plaintiff's claims for alleged interference with prospective economic
advantage in connection with the proposed 1989 DOE settlement, and the claimed
DOE liability as additional damages under another claim of breach of contract.

Various discovery motions are pending. There is no discovery cut-off and no
trial date has yet been set.

                                   - 29 -
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<PAGE>

B.   IN RE GULF PENSION LITIGATION.
In two lawsuits, which were commenced on December 2, 1986 and April 24, 1987
and consolidated on July 17, 1987 in the U.S. District Court for the Southern
District of Texas as IN RE GULF PENSION LITIGATION, former employees of Gulf
Oil Corporation who were participants in the Gulf Pension Plan contended that
a partial termination of the Gulf Pension Plan had occurred and they were
entitled to immediate vesting and distribution of plan benefits and to
distribution of alleged excess plan assets, which allegedly had been
unlawfully seized by Gulf or Chevron. All aspects of this case have now been
resolved except for plaintiffs' claim to entitlement to $620 million in
surplus funds in the Gulf Pension Plan. This issue was decided adversely to
plaintiffs by the District Court on April 10, 1991.

On October 21, 1994, the Fifth Circuit Court of Appeals affirmed the District
Court's determination that the plaintiffs were not entitled to surplus assets
of the Gulf Pension Plan. On November 18, 1994, plaintiffs filed a petition
for rehearing and a suggestion for rehearing en banc with the Fifth Circuit.
Both of these were denied on December 1, 1994.

On March 1, 1995, the plaintiffs filed a Petition for a Writ of Certiorari
with the United States Supreme Court.

C.   PERTH AMBOY NEW SOURCE PERFORMANCE STANDARD PENALTY.
The United States Environmental Protection Agency (EPA) claims that Chevron's
Perth Amboy refinery violated various provisions of the Clean Air Act New
Source Performance Standards ("NSPS") as a result of refinery modifications
conducted in 1973 and 1983. The EPA issued a compliance order in November 1993
and in 1994 issued a formal determination that the NSPS applied to the
refinery. This NSPS applicability determination has been appealed to the
United States Circuit Court of Appeals for the Third Circuit. The EPA's
penalty demand is $15.2 million. Chevron has made a counteroffer of $150,000.

D.   PREMANUFACTURE NOTIFICATION FOR DETERGENT ADDITIVES.
On September 30,1993, the EPA instituted an administrative proceeding,
assessing civil penalties of about $17 million for alleged violations of the
Toxic Substances Control Act (TSCA). The EPA contends that the company was
required to file Premanufacture Notifications (PMNs) with regard to six
chemical substances manufactured or imported since 1990. The company believes
that no PMNs were required because the chemicals were within the scope of
existing TSCA inventory listings. Nevertheless, the company reported the
situation to the EPA when it was advised by a third party that the EPA may,
without public notice, have revised its interpretation of TSCA regulations to
require PMNs to be filed in such circumstances. Thereafter, under protest, the
company suspended the production and importation of the chemicals and filed
PMNs for them, continuing the suspension for the 90-day period contemplated by
TSCA. The detergents in question are very similar to common detergents and
intermediates used in their production, and the EPA does not appear to claim
that failure to file a PMN resulted in any health or safety risk. The EPA
permitted the company to dispose of its current stocks of the chemicals during
the period that the company suspended their production and importation. The
company has challenged the penalty assessment through an administrative
appeal.

E.   EL SEGUNDO REFINERY REFORMULATED GASOLINE PROJECT.
On September 22, 1993, the EPA instituted an administrative proceeding
contending that the company had not received a permit required under the Clean
Air Act Amendments of 1990 (CAAA) for field activities at the El Segundo
refinery relating to the production of reformulated gasolines, which was
federally mandated by January 1, 1995 under other provisions of the CAAA. All
company activities had been conducted in accordance with authorization by the
South Coast Air Quality Management District (SCAQMD), the primary enforcing
agency of the rule that the EPA contends the company violated. EPA efforts to
cause the company to cease all construction activities were stayed by the
Ninth Circuit Court of Appeals, and SCAQMD has since issued the company a
formal permit to construct. The EPA also sought civil penalties from the
company for activities conducted prior to the issuance of the permit. The
company has declined to accept the EPA's penalty demand of $1.635 million and
is in the process of formulating a counteroffer. The matter has been referred
to the Department of Justice for enforcement.

                                   - 30 -
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<PAGE>

F.   PORT ARTHUR REFINERY ASSESSMENT.
On August 3, 1994, the Environmental Protection Agency (EPA) issued a Notice
of Violation and Civil Penalty Assessment against the Port Arthur Refinery,
alleging exceedances of the refinery's water discharge permit on 24 occasions
between 1989 and 1994. The EPA further alleged various violations of record-
keeping and reporting requirements regarding monitoring of the wastewater
effluent discharge pursuant to the permit. The EPA sought civil penalties in
excess of $100,000. The refinery denied all allegations, many of which were
subject to the "upset" defense available to dischargers during extraordinary
weather events and temporary maintenance of wastewater treatment equipment.
Without admitting liability, Chevron agreed to pay a fine of $124,000 and to
implement various changes in recordkeeping procedures.

G.   CHEVRON PIPELINE COMPANY PENALTY ASSESSMENT.
By letter dated December 13, 1994, the EPA alleged that Chevron has violated
the New Source Performance Standards applicable to petroleum liquid storage
vessels ("Subpart Ka") and thereby has violated section 111(e) of the Clean
Air Act. More particularly, the EPA contends that one petroleum liquid storage
vessel at Chevron's pipeline facility in La Mirada, California, has
continuously operated in violation of one provision of Subpart Ka since 1979.
The EPA has proposed a civil penalty of $306,000 for Chevron's alleged
violation of the Act. Chevron has contacted EPA and will commence settlement
negotiations with the EPA in the near future.

Other previously reported legal proceedings have been settled or the issues
resolved so as not to merit further reporting.

                                   - 31 -
<PAGE>
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the fourth quarter of 1994 to a vote of
security holders through the solicitation of proxies or otherwise.

           EXECUTIVE OFFICERS OF THE REGISTRANT AT MARCH 1, 1995

                                                            MAJOR AREA OF
   NAME AND AGE          EXECUTIVE OFFICE HELD              RESPONSIBILITY
-------------------  --------------------------------  ----------------------
K.T. Derr        58  Chairman of the Board since 1989   Chief Executive
                     Director since 1981                Officer
                     Executive Committee Member
                       since 1986

J.D. Bonney      64  Vice-Chairman of the Board         Worldwide Exploration
                       since 1987                       and Production
                     Director and Executive             Activities, Coal,
                       Committee Member since 1986      Administrative
                                                        Services, Aircraft
                                                        Services

J.N. Sullivan    57  Vice-Chairman of the Board         Worldwide Refining,
                       since 1989                       Marketing and Trans-
                     Director since 1988                portation Activities,
                     Executive Committee Member         Chemicals,
                       since 1986                       Real Estate,
                                                        Environmental,
                                                        Human Resources,
                                                        Research

R.E. Galvin      63  Vice-President since 1988          U.S. Exploration
                     President of Chevron U.S.A.        and Production
                       Production Company since 1992
                     Executive Committee Member
                       since 1993

D.J. O'Reilly    48  Vice-President since 1991          U.S. Refining,
                     President of Chevron U.S.A.        Marketing and
                       Products Company since 1994      Supply
                     Executive Committee Member
                       since 1994

M.R. Klitten     50  Vice-President and Chief           Finance
                       Financial Officer since 1989
                     Executive Committee Member
                       since 1989
             
R.H. Matzke      58  Vice-President since 1990          Overseas Exploration
                     President of Chevron Overseas      and Production
                       Petroleum Inc. since 1989
                     Executive Committee Member
                       since 1993

J.E. Peppercorn  57  Vice-President since 1990          Chemicals
                     President of Chevron Chemical
                       Company since 1989
                     Executive Committee Member
                       since 1993

H.D. Hinman      54  Vice-President and General         Law
                       Counsel since 1993
                     Executive Committee Member
                       since 1993

                                - 32 -
<PAGE>
<PAGE>

The Executive Officers of the Corporation consist of the Chairman of the
Board, the Vice-Chairmen of the Board, and such other officers of the
Corporation who are either Directors or members of the Executive Committee, or
are chief executive officers of principal business units. Except as noted
below, all of the Corporation's Executive Officers have held one or more of
such positions for more than five years. Messrs. Galvin, O'Reilly, Matzke and
Peppercorn are rotating members of the Executive Committee, with two serving 
at any one time.


H.D. Hinman          - Partner, Law Firm of Pillsbury Madison & 
                       Sutro - 1973
                     - Vice-President and General Counsel, 
                       Chevron Corporation - 1993

M.R. Klitten         - President, Chevron Information Technology
                       Company - 1987
                     - Vice-President and Chief Financial Officer,
                       Chevron Corporation - 1989

R.H. Matzke          - President, Chevron Canada Resources Limited - 1986
                     - President, Chevron Overseas Petroleum Inc. - 1989
                     - Vice-President, Chevron Corporation and President,
                       Chevron Overseas Petroleum Inc. - 1990

D.J. O'Reilly        - General Manager of El Segundo Refinery,
                       Chevron U.S.A. Inc. - 1986
                     - Senior Vice President, Chevron Chemical Company - 1989
                     - Vice President for Strategic Planning and Quality,
                       Chevron Corporation - 1991
                     - Vice President, Chevron Corporation and President,
                       Chevron U.S.A. Products Company - 1994

J.E. Peppercorn      - Senior Vice-President, Chevron Chemical Company - 1986
                     - President, Chevron Chemical Company - 1989
                     - Vice-President, Chevron Corporation and President,
                       Chevron Chemical Company - 1990

                                   - 33 -
<PAGE>
<PAGE>
                                   PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

The information on Chevron's common stock market prices, dividends, principal
exchanges on which the stock is traded and number of stockholders of record is
contained in the Quarterly Results and Stock Market Data tabulations, on page
FS-12 of this Annual Report on Form 10-K.

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data for years 1990 through 1994 are presented on page
FS-36 of this Annual Report on Form 10-K.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        Results of Operations

Indexes to Financial Statements, Supplementary Data and Management's
Discussion and Analysis of Financial Condition and Results of Operations are
presented on page 39 of this Annual Report on Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Indexes to Financial Statements, Supplementary Data and Management's
Discussion and Analysis of Financial Condition and Results of Operations are
presented on page 39 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.


                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information on Directors on pages 2 through 4 of the Notice of Annual
Meeting of Stockholders and Proxy Statement dated March 24, 1995, is
incorporated herein by reference in this Annual Report on Form 10-K. See
Executive Officers of the Registrant on pages 32 and 33 of this Annual Report
on Form 10-K for information about executive officers of the company.

Item 405 of Regulation S-K calls for disclosure of any known late filing or
failure by an insider to file a report required by Section 16 of the Exchange
Act. This disclosure is contained on page 21 of the Notice of Annual Meeting
of Stockholders and Proxy Statement dated March 24, 1995 and is incorporated
herein by reference in this Annual report on Form 10-K. 

ITEM 11. EXECUTIVE COMPENSATION

The information on pages 11 through 13 of the Notice of Annual Meeting of
Stockholders and Proxy Statement dated March 24, 1995, is incorporated herein
by reference in this Annual Report on Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information on page 5 of the Notice of Annual Meeting of Stockholders and
Proxy Statement dated March 24, 1995, is incorporated herein by reference in
this Annual Report on Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no relationships or related transactions requiring disclosure under
Item 404 of Regulation S-K.

                                   - 34 -
<PAGE>
<PAGE>
                                   PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

 (a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:

     (1) FINANCIAL STATEMENTS:                                    PAGE (S)
                                                                  --------
           Report of Independent Accountants                        FS-13

           Consolidated Statement of Income
             for the three years ended December 31, 1994            FS-14

           Consolidated Balance Sheet at December 31,
             1994 and 1993                                          FS-15

           Consolidated Statement of Cash Flows
             for the three years ended December 31, 1994            FS-16

           Consolidated Statement of Stockholders' Equity
             for the three years ended December 31, 1994            FS-17

           Notes to Consolidated Financial Statements          FS-18 to FS-29

      (2) FINANCIAL STATEMENT SCHEDULES:

           Caltex Group of Companies Combined
             Financial Statements and Schedules                  C-1 to C-20
     
          The Combined Financial Statements and Schedules of the Caltex Group
          of Companies are filed as part of this report. All other schedules
          are omitted because they are not applicable or the required
          information is included in the consolidated financial statements or
          notes thereto.

      (3) EXHIBITS:

          The Exhibit Index on pages 37 and 38 of this Annual Report on Form
          10-K lists the exhibits that are filed as part of this report.

 (b) REPORTS ON FORM 8-K:

          A Current Report on Form 8-K, dated January 24, 1995, was filed by
          the company on January 24, 1995.  This report announced unaudited
          preliminary earnings for the quarter and the twelve months ended
          December 31, 1994.

          A Current Report on Form 8-K, dated February 27, 1995, was filed by
          the company on February 28, 1995.  This report announced the sale
          of the Port Arthur, Texas, fuels refinery to Clark Refining and
          Marketing, Inc. and a $98 million increase to 1994 preliminary
          earnings as a result of the reversal of a previously established
          provision for the closure of the refinery.

          A Current Report on Form 8-K, dated March 10, 1995, was filed by
          the company on March 10, 1995.  This report contained the Company's
          1994 Financial Statements (audited) and Management's Discussion
          and Analysis of Financial Condition and Results of Operations.

          A Current Report on Form 8-K, dated March 10, 1995, was filed by
          the company on March 10, 1995.  This report contained Summarized
          Financial Data for the three years ended December 31, 1994 for the
          company's Chevron Transport Corporation subsidiary.

                                   - 35 -
<PAGE>
<PAGE>
                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 29th day of March
1995.

                                       Chevron Corporation


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


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 29th day of March 1995.


PRINCIPAL EXECUTIVE OFFICERS           DIRECTORS
(AND DIRECTORS)


          KENNETH T. DERR*                       SAMUEL H. ARMACOST*
-------------------------------------  --------------------------------------
          Kenneth T. Derr,                       Samuel H. Armacost
       Chairman of the Board


         J. DENNIS BONNEY*                           SAM GINN*
-------------------------------------  --------------------------------------
         J. Dennis Bonney,                           Sam Ginn
    Vice-Chairman of the Board


        JAMES N. SULLIVAN*                         CARLA A. HILLS*
-------------------------------------  --------------------------------------
        James N. Sullivan,                         Carla A. Hills
    Vice-Chairman of the Board

                                                  CHARLES M. PIGOTT*
                                       --------------------------------------
PRINCIPAL FINANCIAL OFFICER                       Charles M. Pigott


        MARTIN R. KLITTEN*                        CONDOLEEZZA RICE*
-------------------------------------  --------------------------------------
        Martin R. Klitten,                        Condoleezza Rice
        Vice-President and
     Chief Financial Officer

                                                 S. BRUCE SMART, JR.*
                                       --------------------------------------
                                                 S. Bruce Smart, Jr.
PRINCIPAL ACCOUNTING OFFICER

        DONALD G. HENDERSON*                       JOHN A. YOUNG*
-------------------------------------  --------------------------------------
        Donald G. Henderson,                       John A. Young
   Vice-President and Comptroller


*By:   /s/ MALCOLM J. McAULEY                  GEORGE H. WEYERHAEUSER*
     --------------------------------  --------------------------------------
           Malcolm J. McAuley,                 George H. Weyerhaeuser
            Attorney-in-Fact

                                   - 36 -
<PAGE>
<PAGE>
                                EXHIBIT INDEX

EXHIBIT
  NO.                                DESCRIPTION
-------  --------------------------------------------------------------------
   3.1   Restated Certificate of Incorporation of Chevron Corporation, dated
         August 2, 1994, filed as Exhibit 3.1 to Chevron Corporation's
         Quarterly Report on Form 10-Q for the quarter and six month period
         ended June 30, 1994, and incorporated herein by reference.

   3.2   By-Laws of Chevron Corporation, as amended July 27, 1994,
         including provisions giving attorneys-in-fact authority to sign on
         behalf of officers of the corporation, filed as Exhibit 3.2 to
         Chevron Corporation's Quarterly Report on Form 10-Q for the quarter
         and six month period ended June 30, 1994, and incorporated herein by
         reference.

   4.1   Rights Agreement dated as of November 22, 1988 between Chevron
         Corporation and Manufacturers Hanover Trust Company of California,
         as Rights Agent, filed as Exhibit 4.0 to Chevron Corporation's
         Current Report on Form 8-K dated November 22, 1988, and incorporated
         herein by reference.

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

         Pursuant to the Instructions to Exhibits, certain instruments
         defining the rights of holders of long-term debt securities of the
         corporation and its consolidated subsidiaries are not filed because
         the total amount of securities authorized under any such instrument
         does not exceed 10 percent of the total assets of the corporation
         and its subsidiaries on a consolidated basis. A copy of such
         instrument will be furnished to the Commission upon request.

  10.1   Management Incentive Plan of Chevron Corporation, as amended and
         restated effective January 1, 1990, filed as Exhibit 10.1 to Chevron
         Corporation's Annual Report on Form 10-K for 1990, and incorporated
         herein by reference.

  10.2   Management Contingent Incentive Plan of Chevron Corporation, as
         amended May 2, 1989, filed as Exhibit 10.2 to Chevron Corporation's
         Annual Report on Form 10-K for 1989, and incorporated herein by
         reference.

  10.3   Chevron Corporation Excess Benefit Plan, amended and restated as of
         July 1, 1990, filed as Exhibit 10.3 to Chevron Corporation's Annual
         Report on Form 10-K for 1990, and incorporated herein by reference.

  10.4   Supplemental Pension Plan of Gulf Oil Corporation, amended as of
         June 30, 1986, filed as Exhibit 10.4 to Chevron Corporation's Annual
         Report on Form 10-K for 1986 and incorporated herein by reference.

  10.5   Chevron Restricted Stock Plan for Non-Employee Directors, as amended
         and restated effective January 29, 1992, filed as Appendix A to
         Chevron Corporation's Notice of Annual Meeting of Stockholders and
         Proxy Statement dated March 16, 1992, and incorporated herein by
         reference.

  10.6   Chevron Corporation Long-Term Incentive Plan, filed as Appendix A to
         Chevron Corporation's Notice of Annual Meeting of Stockholders and
         Proxy Statement dated March 19, 1990, and incorporated herein by
         reference.

  12.1   Computation of Ratio of Earnings to Fixed Charges (page EX-1).

  21.1   Subsidiaries of Chevron Corporation (page EX-2).

  23.1   Consent of Price Waterhouse LLP (page EX-3).

  23.2   Consent of KPMG Peat Marwick LLP (page EX-4).

                                   - 37 -
<PAGE>
<PAGE>
                                EXHIBIT INDEX
                                 (continued)

EXHIBIT
  NO.                                DESCRIPTION
-------  --------------------------------------------------------------------
  24.1   Powers of Attorney for directors and certain officers of Chevron
   to    Corporation, authorizing the signing of the Annual Report on
  24.13  Form 10-K on their behalf.

  99.1   Definitions of Selected Financial Terms (page EX-5).

Copies of above exhibits not contained herein are available, at a fee of $2
per document, to any security holder upon written request to the Secretary's
Department, Chevron Corporation, 225 Bush Street, San Francisco, California
94104.

                                   - 38 -
<PAGE>
<PAGE>
                  INDEX TO MANAGEMENT'S DISCUSSION AND ANALYSIS,
             CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                                                                    PAGE(S)  
                                                                --------------
Management's Discussion and Analysis  . . . . . . . . . . . . . FS-1 to FS-12

Quarterly Results and Stock Market Data . . . . . . . . . . . . FS-12

Report of Management  . . . . . . . . . . . . . . . . . . . . . FS-13

Report of Independent Accountants . . . . . . . . . . . . . . . FS-13

Consolidated Statement of Income  . . . . . . . . . . . . . . . FS-14

Consolidated Balance Sheet  . . . . . . . . . . . . . . . . . . FS-15

Consolidated Statement of Cash Flows  . . . . . . . . . . . . . FS-16

Consolidated Statement of Stockholder's Equity  . . . . . . . . FS-17

Notes to Consolidated Financial Statements  . . . . . . . . . . FS-18 to FS-29

Supplemental Information on Oil and Gas Producing Activities  . FS-30 to FS-35

Five-Year Financial Summary . . . . . . . . . . . . . . . . . . FS-36

                                   - 39 -
<PAGE>
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

KEY FINANCIAL RESULTS
MILLIONS OF DOLLARS, EXCEPT PER-SHARE AMOUNTS       1994        1993       1992
-------------------------------------------------------------------------------
Sales and Other Operating Revenues               $35,130     $36,191    $38,212
Income Before Cumulative Effect of
  Changes in Accounting Principles               $ 1,693     $ 1,265    $ 2,210
Cumulative Effect of Changes
  in Accounting Principles                             -           -    $  (641)
Net Income                                       $ 1,693     $ 1,265    $ 1,569
Special Credits (Charges) Included in Income*    $    22     $  (883)   $   651
Per Share:
  Income Before Cumulative Effect of
    Changes in Accounting Principles             $  2.60     $  1.94    $  3.26
  Net Income                                     $  2.60     $  1.94    $  2.31
  Dividends                                      $  1.85     $  1.75    $  1.65
Return On:
  Average Capital Employed                           8.7%        6.8%       8.5%
  Average Stockholders' Equity                      11.8%        9.1%      11.0%
===============================================================================
* BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES.

Chevron's net income for 1994 was $1.693 billion, up 34 percent and 8 percent
from 1993 and 1992, respectively. However, special items in all years, and the
cumulative effect of adopting two new accounting standards in 1992, affected
the comparability of the company's reported results. Special items, after
related tax effects, increased earnings in 1994 by $22 million, decreased
earnings in 1993 by $883 million and increased earnings in 1992 by $651
million. Also, the cumulative effect of adopting two new accounting standards
reduced 1992 earnings $641 million. Excluding the effects of special items in
all years and the 1992 accounting changes, 1994 earnings of $1.671 billion
declined 22 percent from very strong operating earnings of $2.148 billion in
1993 and increased 7 percent from $1.559 billion in 1992.

OPERATING ENVIRONMENT AND OUTLOOK. Worldwide petroleum industry conditions
were weak throughout 1994. Crude oil prices were at a five-year low at the
beginning of the year. Although prices recovered somewhat during the year,
supplies remained plentiful. The company's U.S. realizations were, on average,
72 cents per barrel less than in the prior year, and its international
realizations declined $1.23 per barrel. Average crude oil prices have declined
for four consecutive years.

U.S. natural gas prices, after increasing the past two years, began falling in
1994 and averaged 22 cents per thousand cubic feet less than in 1993, as ample
supplies and mild weather held down prices. The company's international
natural gas prices fell by about the same amount.

Sales margins on refined products were depressed much of the year. For
example, in the United States, product prices averaged about $1 per barrel
less than in the previous year as highly competitive markets, particularly in
the East, held down prices. These market conditions tended to lengthen the
time lag for product prices to reflect the gradually increasing crude oil
costs during the year.

On the other hand, the chemicals industry experienced a dramatic turnaround
from the excess capacity and weak demand of the past four years. Strengthening
industrialized economies, particularly in the United States, resulted in
strong demand and higher prices - and Chevron's chemicals earnings rebounded
substantially.

All these industry conditions have continued into 1995. The company's posted
price for West Texas Intermediate (WTI), a benchmark crude oil, was $16.75 per
barrel at year-end 1994 and $17.50 at February 28, 1995. The Henry Hub natural
gas spot price, an industry marker, was $1.61 per thousand cubic feet at
year-end 1994 and $1.55 at February 28, 1995. U.S. refined products prices in
January 1995 were about flat with December. Planned major maintenance
shutdowns at two of the company's core refineries resulted in lower refinery
utilization rates, lower sales volumes and increased product purchases in the
early part of 1995. Chemicals operations remained strong.

Chevron began selling federally mandated reformulated gasoline January 1, 1995
in nine areas in the United States, accounting for about 20 percent of its
January gasoline sales volumes. The increased cost of manufacturing
reformulated gasoline has not yet been fully reflected in sales prices.

The company embarked on an aggressive program several years ago to increase
its competitiveness and achieve superior returns for its stockholders.
Businesses were restructured, marginal and non-core assets were divested and
the company's cost structure was significantly reduced. At

                                  FS-1
<PAGE>
<PAGE>

the same time, the company has selectively pursued growth opportunities in its
areas of strength.

The company continues to review and analyze its operations and may incur
future charges related to the restructuring of its businesses and disposition
of marginal or non-strategic assets. In particular, the company is currently
reviewing its oil and gas operations in western Canada and options to maximize
the value of certain real estate operations located in California.


UNITED STATES REFINING AND MARKETING DEVELOPMENTS. In connection with the
previously announced restructuring of its U.S. downstream operations, Chevron
sold its Philadelphia refinery in August 1994 and its Port Arthur, Texas,
refinery in February 1995. The two refineries had a combined capacity of about
350,000 barrels per day or about 25 percent of the company's total U.S.
refining capacity prior to the sales. The Philadelphia refinery had been
operated as a merchant refinery, with its 175,000 barrels per day output sold
to independent petroleum marketers. Products for the company's marketing
system that were previously supplied by the Port Arthur refinery will be
obtained from other sources.

The restructuring reflected the company's strategy to focus its resources in
the West, Southwest and those parts of the South where the company's marketing
business is strongest. The smaller refinery organization is expected to be
more efficient, with improved cash flow and return on capital employed. The
disposition of the two refineries has also eliminated large capital
investments that would have otherwise been required.

In connection with the Port Arthur refinery sale, the company retained certain
environmental cleanup obligations. The company has accrued for presently
anticipated costs of $282 million, most of which will be expended over
approximately the next ten years. It is possible additional provisions may be
necessary in the future. The expenditures will be funded by future cash flows
from operations, with no material effect anticipated on the company's
liquidity.


INTERNATIONAL EXPLORATION AND PRODUCTION DEVELOPMENTS. Liquids production from
50 percent owned Tengizchevroil (TCO), a joint venture with the Republic of
Kazakhstan, averaged about 46,000 barrels per day in 1994, up from 30,000
barrels per day in 1993. At year-end 1994 TCO was producing about 65,000
barrels per day. With the completion of a second processing plant in December
1994, production capacity increased to 95,000 barrels per day and is scheduled
to increase to 130,000 barrels per day by the end of 1995. Beyond this, the
pace of further field development is dependent on the availability of
additional export capability. Production levels are dependent on monthly
export quotas set by Russia, under a transportation/exchange agreement, and
are currently set at 65,000 barrels per day. Chevron has been in prolonged
negotiations with the Caspian Pipeline Consortium, composed of the Republics
of Russia and Kazakhstan and the Sultanate of Oman, to agree on terms for an
export pipeline system that would enable the project to sell its output
directly to world markets.

Although the company's operations in Nigeria and the Angolan exclave of
Cabinda have been generally unaffected by the political uncertainty and civil
unrest that continues to exist in those countries, the company continues to
closely monitor developments. Chevron has significant oil producing properties
in both countries and has major development projects underway. In 1994, the
company's net share of production in Nigeria averaged about 130,000 barrels
per day, and in Angola about 100,000 barrels per day.

Chevron's partner in Nigeria, the government-owned Nigerian National Petroleum
Corporation (NNPC) has fallen behind in paying its cash calls to Chevron, as
well as to other oil companies operating in Nigeria. However, NNPC continues
to make payments and the company believes all amounts owed it will ultimately
be paid.

The Nigerian government effectively devalued its currency, the naira, in
January 1995 by changing from a fixed exchange rate to a floating, free market
rate. This devaluation did not have a significant effect on the financial
position of the company's Nigerian subsidiary and is not expected to have a
significant effect on its ongoing operations.


ENVIRONMENTAL MATTERS. Virtually all aspects of the businesses in which the
company engages are subject to various federal, state and local environmental,
health and safety laws and regulations. These regulatory requirements continue
to increase in both number and complexity, and govern not only the manner in
which the company conducts its operations, but also the products it sells.
Most of the costs of complying with myriad laws and regulations pertaining to
its operations and products are embedded in the normal costs of conducting its
business.

                                  FS-2
<PAGE>
<PAGE>

Using definitions and guidelines established by the American Petroleum
Institute, Chevron estimates its worldwide environmental spending in 1994 was
about $1.5 billion for its consolidated companies. Included in these
expenditures were $683 million of environmental capital expenditures, and $638
million of costs associated with the control and abatement of hazardous
substances and pollutants from ongoing operations. The total amount also
includes spending charged against reserves established for future
environmental cleanup programs (but not non-cash provisions recorded during
the year).

In addition to the costs for environmental protection associated with its
ongoing operations and products, the company (as well as other companies
engaged in the petroleum or chemicals industries) incurs expenses for
corrective actions at various facilities and waste disposal sites. An
obligation to take remedial action may be incurred as a result of the
enactment of laws, such as the federal Superfund law, or the issuance of new
regulations or as the result of the company's own policies in this area.
Accidental leaks and spills requiring cleanup may occur in the ordinary course
of business. In addition, an obligation may arise when operations are closed
or sold. Most of the expenditures to fulfill these obligations relate to
facilities and sites where past operations followed practices and procedures
that were considered acceptable under standards existing at the time, but now
require investigatory and/or remedial work to meet current standards.

During 1994, the company recorded $505 million of before-tax provisions to
provide for environmental remediation efforts, including Superfund sites.
Actual expenditures charged against these provisions and other previously
established reserves amounted to $182 million in 1994. At year-end 1994, the
company's environmental remediation reserve was $1.219 billion, including $61
million related to Superfund sites.

Under provisions of the Superfund law, the Environmental Protection Agency
(EPA) has designated Chevron a potentially responsible party (PRP), or has
otherwise involved it, in the remediation of 238 hazardous waste sites. At
year-end 1994, the company's cumulative share of costs and settlements for
approximately 168 of these sites, for which payments or provisions have been
made in 1994 and prior years, was about $96 million, including a provision of
$16 million made during 1994. No single site is expected to result in a
material liability for the company at this time. For the remaining sites,
investigations are not yet at a stage where the company is able to quantify a
probable liability or determine a range of reasonably possible exposure. The
Superfund law provides for joint and several liability. Any future actions by
the EPA and other regulatory agencies to require Chevron to assume other
responsible parties' costs at designated hazardous waste sites are not
expected to have a material effect on the company's consolidated financial
position or liquidity.

Generally, provisions are recorded for work at identified sites where an
assessment or cleanup plan has been developed and for which costs can
reasonably be estimated. In 1994, the company recorded environmental
remediation provisions aggregating $223 million for its U.S. marketing sites
where no specific contamination had yet been identified, using estimates based
on its history of required remediation at other similar sites.

It is likely the company will continue to incur additional charges for
environmental remediation relating to past operations. These future costs are
indeterminable due to such factors as the unknown magnitude of possible
contamination, the unknown timing and extent of the corrective actions that
may be required, the determination of the company's liability in proportion to
other responsible parties and the extent to which such costs are recoverable
from third parties. While the amounts of future costs may be material to the
company's results of operations in the period in which they are recognized,
the company does not expect these costs to have a material effect on its
consolidated financial position or liquidity. Also, the company does not
believe its obligations to make such expenditures have had or will have any
significant impact on the company's competitive position relative to other
domestic or international petroleum or chemicals concerns. Although
environmental compliance costs are substantial, the company has no reason to
believe they vary significantly from similar costs incurred by other companies
engaged in similar businesses in similar areas. The company believes that such
costs ultimately are reflected in the petroleum and chemicals industries'
prices for products and services.

The petroleum industry is incurring major capital expenditures to meet
clean-air regulations, such as the 1990 amendments to the Clean Air Act in the
United States. For companies operating in California, where Chevron has a
significant presence, the California Air Resources Board has imposed even
stricter requirements. The company's worldwide capital expenditures related to
air quality are believed to have peaked at $495 million in 1994. For 1995,
total worldwide environ-

                                  FS-3
<PAGE>
<PAGE>

mental capital expenditures are estimated at $622 million, of which $438
million are expected to be spent on air quality related measures. This is in
addition to the ongoing costs of complying with other environmental regulations
and the costs to remediate previously contaminated sites.

In addition to the reserves for environmental remediation discussed above, the
company maintains reserves for dismantlement, abandonment and restoration of
its worldwide oil and gas and coal properties at the end of their productive
lives. Most such costs are environmentally related. Provisions are recognized
on a unit-of-production basis as the properties are produced. The amount of
these reserves at year-end 1994 was $1.520 billion and is included in
accumulated depreciation, depletion and amortization in the company's
consolidated balance sheet.

For the company's other ongoing operating assets, such as refineries, no
provisions are made for exit or cleanup costs that may be required when such
assets reach the end of their useful lives unless a decision to sell or
otherwise abandon the facility has been made.


OTHER CONTINGENCIES. At year-end 1994 the company had $257 million of suspended
exploratory wells included in properties, plant and equipment. The wells are
suspended pending the drilling of additional wells to determine if commercially
producible quantities of oil and gas are present. These well costs will be
capitalized or expensed depending on the results of this future drilling
activity.

The company is the subject of various lawsuits and claims and other contingent
liabilities. These are discussed in the notes to the accompanying consolidated
financial statements. The company believes that the resolution of these matters
will not materially affect its financial position or liquidity.

The company utilizes various derivative instruments to manage its exposure to
price risk stemming from its integrated petroleum activities. Some of the
instruments may be settled by delivery of the underlying commodity, whereas
others can only be settled by cash. All these instruments are commonly used in
the global trade of petroleum products and are relatively straightforward,
involve little complexity and are substantially of a short-term duration. Most
of the activity in these instruments is intended to hedge a physical
transaction, hence gains and losses arising from these instruments offset, and
are recognized concurrently with, gains and losses from the underlying
commodities.


NEW ACCOUNTING STANDARDS. In the 1994 first quarter, the company adopted two
new accounting standards, Statement of Financial Accounting Standards (SFAS)
No. 112, "Employers Accounting for Postemployment Benefits" and SFAS 115,
"Accounting for Certain Investments in Debt and Equity Securities." The
adoption of these standards did not have a material effect on the company's
consolidated financial statements and had no effect on its liquidity. The 1994
consolidated financial statements also include the disclosures required by SFAS
119, "Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments," dealing with instruments that can only be settled in
cash.


SPECIAL ITEMS. Net income is affected by transactions that are unrelated to, or
are not representative of, the company's ongoing operations for the periods
presented. These transactions, defined by management and designated "special
items," can obscure the underlying results of operations for a year as well as
affect comparability between years. The table below summarizes the gains
(losses), on an after-tax basis, from special items included in the company's
reported net income.

MILLIONS OF DOLLARS                                1994        1993       1992
------------------------------------------------------------------------------
Prior-Year Tax Adjustments                        $ 344       $(130)      $ 72
Asset Dispositions                                   48         122        757
Asset Write-Offs and Revaluations                     -         (71)      (133)
Environmental Remediation Provisions               (304)        (90)       (44)
Restructurings and Reorganizations                  (45)       (554)       (40)
LIFO Inventory Losses                               (10)        (46)       (26)
Other                                               (11)       (114)        65
------------------------------------------------------------------------------
  Total Special Items                             $  22       $(883)      $651
==============================================================================

PRIOR-YEAR TAX ADJUSTMENTS are generally the result of the settlement of audit
issues with taxing authorities or the re-evaluation by the company of its tax
liabilities as a result of new developments. Also, adjustments are required 
for the effect on deferred income taxes of changes in statutory tax rates. In
1994, prior-year tax adjustments increased earnings $344 million, including the

                                  FS-4
<PAGE>
<PAGE>

net reversal of $301 million of tax and related interest reserves resulting
from the company's global settlement with the Internal Revenue Service for
issues relating to the years 1979 through 1987. Tax adjustments decreased
earnings $130 million in 1993, which included the effect of a one percent
increase in the U.S. corporate income tax rate, but increased earnings by $72
million in 1992.

ASSET DISPOSITIONS in 1994 consisted of the sale of the company's lead and zinc
prospect in Ireland, generating an after-tax profit of $48 million. This sale
completed the company's withdrawal from non-coal minerals activities. The Ortho
lawn and garden products business was the major asset sold in 1993, generating
a $130 million gain. In addition, oil and gas properties in the United States
and Indonesia, undeveloped coal properties in the United States and marketing
assets in Central America were sold in 1993 resulting in a net loss of $8
million. In 1992, assets sold included oil and gas properties in the United
States, United Kingdom, Canada and Sudan; a fertilizer business in the United
States; and a copper interest in Chile. In addition, the stock of a U.S. oil
and gas subsidiary was exchanged for 31,500,000 shares of Chevron stock, a
transaction valued at $1.1 billion. The combination of these and other smaller
sales resulted in after-tax gains of $757 million in 1992.

ASSET WRITE-OFFS AND REVALUATIONS in 1993 were comprised of certain U.S.
refinery assets, U.S. and Canadian production assets, and miscellaneous
corporate assets. Asset write-offs in 1992 consisted of a $110 million
write-down of the company's Beaufort Sea oil properties and a net $23 million
charge related to certain U.S. refining, marketing and chemical fertilizer
assets.

ENVIRONMENTAL REMEDIATION PROVISIONS pertain to estimated future costs for
environmental cleanup programs at certain of the company's U.S. service
stations, marketing terminals, refineries, chemical locations and oil and gas
properties; divested operations in which Chevron has liability for future
cleanup costs; and sites, commonly referred to as Superfund sites, for which
the company has been designated a PRP by the EPA. In addition to environmental
remediation and cleanup costs included in the 1994 and 1993 restructuring
charges discussed below, provisions for environmental remediation amounted to
$304 million in 1994, $90 million in 1993, and $44 million in 1992.

RESTRUCTURINGS AND REORGANIZATIONS charges in 1994 were a net $45 million
addition to the $543 million charge provided in 1993 to restructure the
company's U.S. refining and marketing business. The 1994 adjustment included $6
million applicable to the effect of the restructuring on the company's
chemicals operations. The adjustment also included the result of environmental
remediation actions agreed to with regulatory agencies, and retained by the
company, in connection with the terms of the sale of the Port Arthur refinery.

The 1993 charge was composed primarily of a write-down of the company's
Philadelphia and Port Arthur refinery facilities and related inventories to
their realizable values. In estimating the refineries' realizable values, the
company took into account certain environmental cleanup obligations. The
charges also included provisions for environmental site assessments and
employee severance.

The Philadelphia refinery was sold in August 1994 and the Port Arthur refinery
was sold in February 1995. At year-end 1994, the reserve balance of $715
million, before tax, was comprised of $491 million applicable to the loss on
the Port Arthur facilities and inventories and $224 million for retained future
Port Arthur environmental cleanup obligations. Additional Port Arthur
environmental reserves had been established prior to the decision to sell the
refinery.

In 1992, Chevron recorded a net charge of $40 million associated with
restructuring and work-force reductions in connection with the company's
enhanced early retirement program.

LIFO INVENTORY LIQUIDATION LOSSES result from the reduction of inventories in
certain inventory pools valued under the Last-In, First-Out (LIFO) accounting
method. LIFO losses decreased net income in 1994, 1993 and 1992 by $10 million,
$46 million and $26 million, respectively, as inventories were liquidated at
higher than then-current costs. These amounts include the company's equity
share of Caltex LIFO inventory effects. Chevron's consolidated petroleum
inventories were 99 million barrels at year-end 1994 and 1993 and 105 million
barrels at year-end 1992.

OTHER SPECIAL ITEMS in 1994 included charges for litigation and regulatory
settlements of $31 million, which were partially offset by a casualty insurance
recovery of $20 million. In 1993, net additions of $70 million to reserves for
various litigation and regulatory issues and a one-time cash bonus award to
employees totaling $60 million, were partially offset by a favorable inventory
adjustment of $16 million. In 1992, insurance recoveries and chemical products
licensing agreements of $76 million were partially offset by $11 million of net
additions to reserves for various litigation and regulatory issues.

                                  FS-5
<PAGE>
<PAGE>

RESULTS OF OPERATIONS. Results for 1994 were depressed by lower average crude
oil and natural gas prices and lower sales margins on refined products. Crude
oil prices were especially low in the first quarter and U.S. refined products
margins were very weak in the second quarter. In addition to these industry
conditions, the company experienced unscheduled refinery downtime and other
refinery operating problems in its U.S. operations, particularly in the first
half of the year, that further reduced earnings. Chemicals operations, however,
were very strong, benefiting from improved industry fundamentals and the
restructuring and cost reduction programs undertaken in recent years.

In 1993, compared with 1992, strong worldwide refined product sales margins and
high U.S. natural gas prices mitigated the effects of lower crude oil prices.
Another contributing factor to the company's improved operating performance in
1993 was the large reduction in its operating and administrative costs. Also,
lower interest and exploration expenses helped earnings. Chemicals operations
were at depressed levels in both years, reflecting continued industry
overcapacity and weak worldwide economies.

SALES AND OTHER OPERATING REVENUES were $35.1 billion, down from $36.2 billion
in 1993 and $38.2 billion in 1992. Revenues declined from 1993 and 1992 levels
primarily due to lower prices for crude oil, natural gas and refined products
together with lower refined product sales volumes. These factors also accounted
for corresponding declines in PURCHASED CRUDE OIL AND PRODUCTS. The decline in
total revenues was partially mitigated by higher chemicals revenues and
gasoline excise tax collections.

OTHER INCOME in all years included net gains resulting from the disposition of
non-core assets, which caused other income to fluctuate from year to year.

OPERATING, SELLING AND ADMINISTRATIVE EXPENSES, adjusted for special items,
declined $150 million in 1994. Annual operating costs in 1994 were over $1
billion less than in 1991, the base measurement year set when the company
launched its cost reduction program in early 1992. Operating expenses in 1994
included unanticipated costs associated with unscheduled refinery shutdowns and
maintenance, as well as other refinery operating problems. Although a portion
of the cost reduction is a result of operations disposed of over the years, the
bulk of the decrease is due to a significant reduction to the company's ongoing
cost structure. Reported selling, general and administrative expenses in 1994
included the reversal of $319 million of accrued interest reserves on federal
income taxes payable resulting from the company's settlement with the IRS of
nine open tax years, 1979 through 1987.

MILLIONS OF DOLLARS                                1994        1993       1992
------------------------------------------------------------------------------
Reported Operating Expenses*                     $6,314      $6,267     $6,145
Reported Selling, General
  and Administrative Expenses                       963       1,530      1,761
------------------------------------------------------------------------------
 Total Operational Costs                          7,277       7,797      7,906
Eliminate Special Charges Before Tax               (161)       (531)      (282)
------------------------------------------------------------------------------
 Adjusted Ongoing Operational Costs              $7,116      $7,266     $7,624
==============================================================================
* OPERATIONS ARE CHARGED AT MARKET RATES FOR CONSUMPTION OF THE COMPANY'S OWN
  FUEL. THESE "COSTS" ARE ELIMINATED IN THE CONSOLIDATED FINANCIAL STATEMENTS.
  FOR COST PERFORMANCE MEASUREMENT, SUCH COSTS ARE INCLUDED AND AMOUNTED TO
  $1,027, $1,017 AND $1,251 IN 1994, 1993 AND 1992, RESPECTIVELY.

TAXES on income were $1.1 billion in 1994, $1.2 billion in 1993, and $1.3
billion in 1992, equating to effective income tax rates of 39.6 percent, 47.9
percent, and 36.2 percent for each of the three years, respectively. The lower
effective tax rate for 1994 is attributable to the effect of favorable
prior-year tax adjustments resulting from a global settlement with the Internal
Revenue Service for the years 1979 through 1987, which included the reversal of
excess interest reserves with little associated tax effect. The increase in the
1993 tax rate from 1992 levels is due primarily to unfavorable prior-year tax
adjustments, including an increase in deferred income taxes resulting from the
one percent increase in the U.S. corporate income tax rate. The 1992 rate
included the effect of a tax-free exchange, which resulted in a large book gain
with no associated tax cost.

CURRENCY TRANSACTIONS decreased net income $64 million in 1994 compared with
increases of $46 million in 1993 and $90 million in 1992. These amounts include
the company's share of affiliates' currency transactions. The loss on currency
transactions in 1994 resulted primarily from fluctuations in the value of the
Australian and Philippine currencies relative to the U.S. dollar. In 1993,
gains resulted from fluctuations in the currency of Nigeria. In 1992, gains
resulted from fluctuations in the currencies of the United Kingdom, Canada,
Australia and Nigeria.

                                  FS-6
<PAGE>
<PAGE>

RESULTS BY MAJOR OPERATING AREAS
MILLIONS OF DOLLARS                                1994        1993       1992
------------------------------------------------------------------------------
Exploration and Production
  United States                                  $  518      $  566     $1,043
  International                                     539         580        594
------------------------------------------------------------------------------
    Total Exploration and Production              1,057       1,146      1,637
------------------------------------------------------------------------------
Refining, Marketing and Transportation
  United States                                      40        (170)       297
  International                                     239         252        111
------------------------------------------------------------------------------
    Total Refining, Marketing and Transportation    279          82        408
------------------------------------------------------------------------------
    Total Petroleum                               1,336       1,228      2,045
Chemicals                                           206         143         89
Coal and Other Minerals                             111          44        198
Corporate and Other                                  40        (150)      (122)
------------------------------------------------------------------------------
  Income Before Cumulative Effect
    of Changes in Accounting Principles          $1,693      $1,265     $2,210
Cumulative Effect of Changes
    in Accounting Principles                          -           -       (641)
------------------------------------------------------------------------------
  Net Income                                     $1,693      $1,265     $1,569
==============================================================================

SPECIAL ITEMS BY MAJOR OPERATING AREAS
MILLIONS OF DOLLARS                                1994        1993       1992
------------------------------------------------------------------------------
Exploration and Production
  United States                                   $ (66)      $(136)      $413
  International                                      20         (61)        14
------------------------------------------------------------------------------
    Total Exploration and Production                (46)       (197)       427
------------------------------------------------------------------------------
Refining, Marketing and Transportation
  United States                                    (285)       (725)       (53)
  International                                     (10)          1         (3)
------------------------------------------------------------------------------
    Total Refining, Marketing and Transportation   (295)       (724)       (56)
------------------------------------------------------------------------------
    Total Petroleum                                (341)       (921)       371
Chemicals                                            (9)        112         53
Coal and Other Minerals                              48           -        159
Corporate and Other                                 324         (74)        68
------------------------------------------------------------------------------
    Total Special Items Included in Net Income    $  22       $(883)     $ 651
==============================================================================

U.S. EXPLORATION AND PRODUCTION earnings in 1994, excluding special items, were
down 17 percent from 1993 levels and down 7 percent from 1992 results.

MILLIONS OF DOLLARS                                1994        1993       1992
------------------------------------------------------------------------------
Earnings Excluding Special Items                   $584        $702     $  630
------------------------------------------------------------------------------
Prior-Year Tax Adjustments                            -         (40)         5
Asset Dispositions                                    -         (54)       419
Asset Write-Offs and Revaluations                     -         (13)         -
Environmental Remediation Provisions                (51)        (13)        (2)
Restructurings and Reorganizations                    -          (2)       (35)
LIFO Inventory (Losses) Gains                        (4)          1          5
Other                                               (11)        (15)        21
------------------------------------------------------------------------------
  Total Special Items                               (66)       (136)       413
------------------------------------------------------------------------------
  Reported Earnings                                $518        $566     $1,043
==============================================================================

Operationally, lower average crude oil and natural gas prices and lower crude
oil production levels in 1994 contributed to the earnings decline from 1993.
Crude prices were sharply lower in the last half of 1993, but recovered to the
point that in December 1994, the company's average realizations were $3.12 per
barrel higher than in December 1993. Overall, however, the company's average
crude oil realization for 1994 decreased $.72 per barrel to $13.86. Natural gas
prices fell throughout 1994, averaging $1.77 per thousand cubic feet for the
year, down $.22 from the 1993 average price. Natural gas accounts for almost
half of the company's U.S. oil and gas production volumes.

Cost cutting efforts and higher natural gas prices were the major factors in
1993's earnings improvement from 1992, offsetting lower crude oil prices and
lower production levels.

Net liquids production for 1994 averaged 369,000 barrels per day, down 6
percent from 394,000 in 1993 and down 15 percent from 432,000 barrels per day
in 1992. Net natural gas pro-

                                  FS-7
<PAGE>
<PAGE>

duction in 1994 averaged about 2.1 billion cubic feet per day, about the same
level as 1993 but down from 2.3 billion cubic feet per day in 1992. The
production declines resulted from producing property sales, in connection with
the company's decision to concentrate its efforts on a core portfolio of about
400 producing properties, and from normal field declines.

INTERNATIONAL EXPLORATION AND PRODUCTION earnings in 1994, excluding special
items, were down 19 percent from 1993 levels and down 11 percent from 1992
results, due primarily to foreign currency effects. In 1994, foreign exchange
losses were $28 million, whereas in 1993 and 1992, foreign exchange gains
amounted to $57 million and $80 million, respectively.


MILLIONS OF DOLLARS                                1994        1993       1992
------------------------------------------------------------------------------
Earnings Excluding Special Items                   $519        $641       $580
------------------------------------------------------------------------------
Prior-Year Tax Adjustments                           20         (63)       (27)
Asset Dispositions                                    -          29        166
Asset Write-Offs and Revaluations                     -         (19)      (110)
Restructurings and Reorganizations                    -          (2)        (9)
LIFO Inventory Losses                                 -          (1)        (1)
Other                                                 -          (5)        (5)
------------------------------------------------------------------------------
  Total Special Items                                20         (61)        14
------------------------------------------------------------------------------
 Reported Earnings                                 $539        $580       $594
==============================================================================

Operationally, higher production volumes did not fully offset the effect of
lower average crude oil and natural gas prices in 1994. The company's average
international liquids prices, including equity in affiliates, declined to
$14.86 per barrel from $16.09 in 1993 and $17.93 in 1992. Average natural gas
prices were $1.84 per thousand cubic feet in 1994 compared with $2.08 and $2.07
in 1993 and 1992, respectively. In 1994, net liquids production, including
production from equity affiliates, increased 12 percent over 1993 to 624,000
barrels per day, and was up 22 percent from 1992 production levels. Net natural
gas production volumes also increased in 1994, up 16 percent from 1993 to 546
million cubic feet per day and up 18 percent from 1992 levels. Production of
crude oil and natural gas has been increasing steadily since the late 1980s,
reflecting the company's strategy of growing its international operations.

SELECTED OPERATING DATA
                                                   1994        1993        1992
-------------------------------------------------------------------------------
U.S. EXPLORATION AND PRODUCTION
Net Crude Oil and Natural Gas
  Liquids Production (MBPD)                         369         394         432
Net Natural Gas Production (MMCFPD)               2,085       2,056       2,313
Natural Gas Liquids Sales (MBPD)                    215         211         194
Revenues from Net Production
  Crude Oil ($/bbl.)                             $13.86      $14.58      $16.50
  Natural Gas ($/MCF)                            $ 1.77      $ 1.99      $ 1.70

INTERNATIONAL EXPLORATION AND PRODUCTION (1)
Net Crude Oil and Natural Gas
  Liquids Production (MBPD)                         624         556         512
Net Natural Gas Production (MMCFPD)                 546         469         463
Natural Gas Liquids Sales (MBPD)                     34          37          33
Revenues from Liftings
  Liquids ($/bbl.)                               $14.86      $16.09      $17.93
  Natural Gas ($/MCF)                            $ 1.84      $ 2.08      $ 2.07

U.S. REFINING AND MARKETING
Gasoline Sales (MBPD)                               615         652         646
Other Refined Product Sales (MBPD)                  699         771         824
Refinery Input (MBPD)                             1,213       1,307       1,311
Average Refined Product Sales Price ($/bbl.)     $24.37      $25.35      $25.96

INTERNATIONAL REFINING AND MARKETING (1)
Refined Product Sales (MBPD)                        934         923         859
Refinery Input (MBPD)                               623         598         543

CHEMICALS SALES AND OTHER OPERATING REVENUES (2)
United States                                    $3,079      $2,694      $2,929
International                                       648         602         566
                                                 ------------------------------
  Worldwide                                      $3,727      $3,296      $3,495
===============================================================================
(1) INCLUDES EQUITY IN AFFILIATES. REFINERY INPUT IN 1992 DOES NOT INCLUDE
    SOUTH AFRICA WHERE LOCAL GOVERNMENT RESTRICTIONS PROHIBITED DISCLOSURE OF
    REFINERY INPUT IN 1992 AND PRIOR YEARS.
(2) MILLIONS OF DOLLARS. INCLUDES SALES TO OTHER CHEVRON COMPANIES.

    MBPD=thousand barrels per day; MMCFPD=million cubic feet per day;
    bbl.=barrel; MCF=thousand cubic feet

                                  FS-8
<PAGE>
<PAGE>

U.S. REFINING AND MARKETING earnings, excluding special items, declined 41
percent from 1993's strong results and were down 7 percent from 1992 levels.
Sales volumes in 1994 declined 8 percent from 1993 levels, largely due to the
sale of the company's Philadelphia refinery in August.

MILLIONS OF DOLLARS                                1994        1993       1992
------------------------------------------------------------------------------
Earnings Excluding Special Items                  $ 325       $ 555       $350
------------------------------------------------------------------------------
Prior-Year Tax Adjustments                            -         (38)         7
Asset Dispositions                                    -          (1)         -
Asset Write-Offs and Revaluations                     -         (25)       (31)
Environmental Remediation Provisions               (249)        (77)       (42)
Restructurings and Reorganizations                  (39)       (543)        (1)
LIFO Inventory Gains (Losses)                         3         (44)       (22)
Other                                                 -           3         36
------------------------------------------------------------------------------
  Total Special Items                              (285)       (725)       (53)
------------------------------------------------------------------------------
  Reported Earnings                               $  40       $(170)      $297
==============================================================================

Sales margins were lower in 1994 compared with 1993. Refined products prices
were weak as ample supplies created a highly competitive market. The company
also experienced unscheduled refinery downtime and other refinery operating
problems early in 1994 that increased operating expenses and required more
expensive third-party product purchases to supply the company's marketing
system.

Compared with the previous year, the strong earnings in 1993 reflected lower
crude oil prices and lower operating costs, resulting in higher average sales
margins than in 1992. Total product sales volumes declined 3 percent from 1992
levels, although sales of higher-valued motor fuels increased about 1 percent.

INTERNATIONAL REFINING AND MARKETING earnings include international marine
operations and equity earnings of the company's Caltex Petroleum Corporation
affiliate. Excluding special items, 1994 earnings were about level with 1993,
but more than doubled from 1992.

MILLIONS OF DOLLARS                                1994        1993       1992
------------------------------------------------------------------------------
Earnings Excluding Special Items                   $249        $251       $114
------------------------------------------------------------------------------
Prior-Year Tax Adjustments                            -          (4)         7
Asset Dispositions                                    -          13          -
Asset Write-Offs and Revaluations                     -          (1)         -
Restructurings and Reorganizations                    -          (1)        (1)
LIFO Inventory Losses                               (10)         (3)        (9)
Other                                                 -          (3)         -
------------------------------------------------------------------------------
  Total Special Items                               (10)          1         (3)
------------------------------------------------------------------------------
  Reported Earnings                                $239        $252       $111
==============================================================================

Earnings in 1994 reflected lower results from the company's United Kingdom
operations and several of the Caltex major areas of operations, particularly
refining operations in Bahrain. United Kingdom operations were impacted by weak
sales margins and the effects of an explosion and fire at the cracking facility
that manufactures its gasoline. Shipping and trading earnings also declined. On
the other hand, Canadian results improved on higher sales volumes and stronger
markets. Results in 1992 reflected weak global economic conditions that held
down product prices, shrinking sales margins in all the company's areas of
operations.

Sales volumes for 1994 increased slightly over 1993 levels as a 5 percent
increase in marketing sales was mostly offset by a decline in the company's
trading sales volumes; however, 1994 volumes were up nearly 9 percent from 1992
due to continued demand growth in the Caltex areas of operations. Caltex
volumes, excluding transactions with Chevron, increased 4 percent from 1993 and
6 percent from 1992 to 1993, continuing its growth of the past several years.

Equity earnings of Caltex were $210 million, $227 million and $180 million for
1994, 1993, and 1992, respectively. Between 1994 and 1993, there was a
favorable swing of $69 million resulting from inventory adjustments and an
unfavorable impact of $43 million caused by foreign currency transactions. In
1994, Chevron's share of annual Caltex earnings benefited $17 million from
upward adjustments to the carrying value of its petroleum inventories to
reflect market values after a 1993 write-down of $52 million. Caltex foreign
currency transactions were losses of $27 million in 1994 but were gains of $16
million and $21 million in 1993 and 1992, respectively.

Total international refining and marketing foreign currency transaction losses
were $19 million in 1994, compared with gains of $2 million in 1993 and $13
million in 1992.

                                  FS-9
<PAGE>
<PAGE>

CHEMICALS earnings, excluding special items, were up dramatically from 1993 and
1992 levels. The improving U.S. economy reduced industry overcapacity,
resulting in higher sales volumes at stronger prices, and reversing 5 years of
successively lower operating earnings caused by industry over-expansion just
prior to a downturn in the U.S. economy. Restructurings and cost reduction
programs undertaken in recent years positioned the company's chemicals
businesses to benefit from the improved industry conditions. Operating results
were strong in all the company's divisions - additives, aromatics and,
especially, olefins. Olefins results would have been even higher had a major
plant not been shut down for over a month because of damage caused by flooding
in southeast Texas in mid-October. The shutdown resulted in lost earnings and
higher operating and repair expenses.

MILLIONS OF DOLLARS                                1994        1993       1992
------------------------------------------------------------------------------
Earnings Excluding Special Items                   $215        $ 31        $36
------------------------------------------------------------------------------
Prior-Year Tax Adjustments                            -          (5)        (2)
Asset Dispositions                                    -         130         13
Asset Write-Offs and Revaluations                     -           -          8
Environmental Remediation Provisions                 (4)          -          -
Restructurings and Reorganizations                   (6)         (5)        (1)
LIFO Inventory Gains                                  1           1          1
Other                                                 -          (9)        34
------------------------------------------------------------------------------
  Total Special Items                                (9)        112         53
------------------------------------------------------------------------------
 Reported Earnings                                 $206        $143        $89
==============================================================================


COAL AND OTHER MINERALS earnings, excluding special items, increased 43 percent
from 1993 and 62 percent from 1992 results. Operationally, earnings improved as
coal sales margins were slightly higher. Sales tonnage, at 20.4 million tons,
was down slightly from the prior year, but up from 16.5 million tons in 1992.
Also, earnings benefited from the absence of 1993 and 1992 losses from non-coal
minerals activities.

MILLIONS OF DOLLARS                                1994        1993       1992
------------------------------------------------------------------------------
Earnings Excluding Special Items                   $ 63         $44       $ 39
------------------------------------------------------------------------------
Prior-Year Tax Adjustments                            -          (2)         -
Asset Dispositions                                   48           5        159
Other                                                 -          (3)         -
------------------------------------------------------------------------------
 Total Special Items                                 48           -        159
------------------------------------------------------------------------------
 Reported Earnings                                 $111         $44       $198
==============================================================================


CORPORATE AND OTHER activities include interest expense, interest income on
cash and marketable securities, real estate and insurance operations, and
corporate center costs.

Excluding the effects of special items, corporate and other charges in 1994
were $284 million, compared with net charges of $76 million in 1993 and $190
million in 1992.

MILLIONS OF DOLLARS                                1994        1993       1992
------------------------------------------------------------------------------
Earnings Excluding Special Items                  $(284)      $ (76)     $(190)
------------------------------------------------------------------------------
Prior-Year Tax Adjustments                          324          22         82
Asset Write-offs and Revaluations                     -         (13)         -
Restructurings and Reorganizations                    -          (1)         7
Other                                                 -         (82)       (21)
------------------------------------------------------------------------------
  Total Special Items                               324         (74)        68
------------------------------------------------------------------------------
 Reported Earnings                                $  40       $(150)     $(122)
==============================================================================


In 1994, the company changed its method of distributing certain corporate
expenses to its business segments. As a result, corporate and other charges for
1994 included $190 million that, under the previous method, would have been
allocated to the business segments. This change had no net income effect.
Amounts that would have been allocated in 1994 to the company's major operating
areas under the prior method are as follows: U.S. Exploration and Production -
$34 million; U.S. Refining and Marketing - $32 million; International
Exploration and Production - $63 million; International Refining and Marketing
- $48 million; Chemicals - $10 million; and Coal and Other Minerals - $3
million.

Higher interest costs in 1994 resulted from the combined effect of higher debt
levels and higher interest rates than in 1993. The decline in 1993 costs
relative to 1992 reflects an $84 million after-tax reduction in interest
expense, due to lower interest rates and lower debt levels.

LIQUIDITY AND CAPITAL RESOURCES. Cash, cash equivalents and marketable
securities decreased $710 million to $1.3 billion at year-end 1994. Cash
provided by operating activities decreased $1.3 billion in 1994 to $2.9
billion, compared with $4.2 billion in 1993 and $3.9 billion in 1992. The 1994
decrease reflects lower operational earnings, adjusted for non-cash charges,
and increased working capital requirements, including the payment of $675
million to the Internal Revenue Service for the settlement of substantially all
open tax issues for the nine

                                  FS-10
<PAGE>
<PAGE>

years 1979 through 1987. Cash from operations, proceeds from asset sales, an
increase in overall debt levels and the draw-down of cash balances were used to
fund the company's capital expenditures and dividend payments to stockholders.

AT YEAR-END 1994, THE COMPANY CLASSIFIED $1.8 BILLION OF SHORT-TERM OBLIGATIONS
AS LONG-TERM DEBT. Settlement of these obligations, consisting of commercial
paper, is not expected to require the use of working capital in 1995 because
the company has the intent and the ability, as evidenced by revolving credit
arrangements, to refinance them on a long-term basis. The company's practice
has been to continually refinance its commercial paper, maintaining levels it
believes to be appropriate.

ON DECEMBER 31, 1994, CHEVRON HAD $4.4 BILLION IN COMMITTED CREDIT FACILITIES
WITH VARIOUS MAJOR BANKS. These facilities support commercial paper borrowing
and can also be used for general credit requirements. No borrowings were
outstanding under these facilities during the year or at year-end 1994. In
addition, Chevron and one of its subsidiaries each have existing "shelf"
registrations on file with the Securities and Exchange Commission that together
would permit registered offerings of up to approximately $700 million of debt
securities.

THE COMPANY'S DEBT AND CAPITAL LEASE OBLIGATIONS TOTALED $8.142 BILLION AT
DECEMBER 31, 1994, up $604 million from $7.538 billion at year-end 1993. The
increase is primarily from $466 million of additional net short-term
borrowings, largely the issuance of commercial paper, the issuance of $350
million of 7.45 percent notes due in the year 2004 and $65 million in capital
lease obligations associated with the delivery of a new vessel. These increases
were partially offset by the first quarter repayment of $200 million of 7.875
percent public debt originally due March 1, 1997. The company also retired $40
million of debt related to the Employee Stock Ownership Plan in January 1994.

THE COMPANY'S FUTURE DEBT LEVEL IS PRIMARILY DEPENDENT ON ITS CAPITAL SPENDING
PROGRAM AND ITS BUSINESS OUTLOOK. While the company does not currently expect
its debt level to increase significantly during 1995, it believes it has
substantial borrowing capacity to meet unanticipated cash requirements.

FINANCIAL RATIOS
                                          1994      1993      1992
------------------------------------------------------------------
Current Ratio                              0.8       0.8       0.9
Interest Coverage Ratio                    7.6       7.4       8.2
Total Debt/Total Debt Plus Equity         35.8%     35.0%     36.4%
==================================================================

The CURRENT RATIO is the ratio of current assets to current liabilities at
year-end. Two items affect the current ratio negatively, which in the company's
opinion, do not affect its liquidity. Included in current assets in all years
are inventories valued on a LIFO basis, which at year-end 1994 were lower than
current costs by $684 million. Also the company's practice of continually
refinancing its commercial paper, $3.2 billion classified as short-term at
year-end 1994, results in a large portion of its short-term debt being
outstanding indefinitely. Chevron's interest coverage ratio increased in 1994
due to higher income before tax. The INTEREST COVERAGE RATIO is defined as
income before income tax expense, plus interest and debt expense and
amortization of capitalized interest, divided by before-tax interest costs. The
company's DEBT RATIO (total debt to total debt plus equity) increased slightly,
as total debt increased more than equity did year-to-year.

The company's senior debt is rated AA by Standard & Poor's Corporation and Aa2
by Moody's Investors Service.  Chevron's U.S. commercial paper is rated A-1$PL
by Standard & Poor's and Prime-1 by Moody's, and Chevron's Canadian commercial
paper is rated R-1 (middle) by Dominion Bond Rating Service. All these ratings
denote high-quality, investment-grade securities.


CAPITAL AND EXPLORATORY EXPENDITURES

WORLDWIDE CAPITAL AND EXPLORATORY EXPENDITURES FOR 1994, INCLUDING THE
COMPANY'S EQUITY SHARE OF AFFILIATES' EXPENDITURES, TOTALED $4.8 BILLION.
Expenditures for exploration and production accounted for 57 percent of total
outlays in 1994, 53 percent in 1993 and 51 percent in 1992. International
exploration and production spending increased to 71 percent of worldwide
exploration and production expenditures in 1994, up from 68 percent in 1993 and
65 percent in 1992, reflecting the company's increased focus on international
exploration and production activities.

                                  FS-11
<PAGE>
<PAGE>

THE COMPANY PROJECTS 1995 CAPITAL AND EXPLORATORY EXPENDITURES AT APPROXIMATELY
$5.1 BILLION, including Chevron's share of spending by affiliates. Excluding
affiliates, spending will be essentially flat at $3.9 billion. The 1995 program
provides $2.7 billion in exploration and production investments, of which about
70 percent are for international projects.

The company is participating in several significant oil and gas development
projects. These include the development of the Hibernia field off the coast of
Newfoundland; the Tengiz project in Kazakhstan; steam- and water-flood projects
in Indonesia; expansion of the North West Shelf liquefied natural gas project
in Australia; continued development of the Britannia natural gas field in the
North Sea; expanded production projects in Angola; field development and
expanded exploration in Congo; new field development in Papua New Guinea; and
the Norphlet Trend natural gas development project in the Gulf of Mexico.

Refining, marketing and transportation expenditures are estimated at about $1.9
billion, with about $900 million of that planned for the U.S., including
upgrading U.S. refineries to produce reformulated gasolines needed to comply
with the Clean Air Act and California Air Resources Board regulations. Most of
the balance will be focused on high growth Asia Pacific Rim countries where the
company's Caltex affiliate has several major refinery projects under way to
meet rising demand, including continuing the construction of a new refinery in
Thailand and capacity expansion projects in Japan and Korea.

Projected spending also includes funds for the expansion of the linear
low-density polyethylene manufacturing plant at the Cedar Bayou, Texas,
chemicals facility.

CAPITAL AND EXPLORATORY EXPENDITURES

<TABLE>
<CAPTION>
                                                     1994                          1993                           1992
                                        ----------------------------- ----------------------------- -----------------------------
                                                    INTER-                        INTER-                         INTER-
MILLIONS OF DOLLARS                        U.S.    NATIONAL     TOTAL    U.S.    NATIONAL     TOTAL    U.S.    NATIONAL     TOTAL
---------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>        <C>     <C>        <C>        <C>     <C>        <C>        <C>
Exploration and Production               $  807      $1,931    $2,738  $  763      $1,599    $2,362  $  792      $1,458    $2,250
Refining, Marketing and Transportation      885         890     1,775     949         748     1,697     962         749     1,711
Chemicals                                   109          29       138     199          34       233     224          37       261
Coal and Other Minerals                      39          15        54      47          10        57      65          20        85
All Other                                   114           -       114      91           -        91     116           -       116
---------------------------------------------------------------------------------------------------------------------------------
  Total                                  $1,954      $2,865    $4,819  $2,049      $2,391    $4,440  $2,159      $2,264    $4,423
---------------------------------------------------------------------------------------------------------------------------------
  Total Excluding Equity in Affiliates   $1,927      $2,046    $3,973  $2,029      $1,710    $3,739  $2,136      $1,666    $3,802
=================================================================================================================================
</TABLE>

QUARTERLY RESULTS AND STOCK MARKET DATA
Unaudited

<TABLE>
<CAPTION>
                                                                                   1994                                      1993
                                                 --------------------------------------  ----------------------------------------
MILLIONS OF DOLLARS, EXCEPT PER-SHARE AMOUNTS       4TH Q     3RD Q     2ND Q     1ST Q    4TH Q     3RD Q     2ND Q     1ST Q
---------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>        <C>       <C>       <C>      <C>       <C>       <C>       <C> 
REVENUES
Sales and other operating revenues                 $8,927    $9,396    $8,702    $8,105   $8,778    $9,097    $9,413    $8,903
Equity in net income of affiliated
  companies and other income                          330       113       122       159      135       136       441       179
---------------------------------------------------------------------------------------------------------------------------------

TOTAL REVENUES                                      9,257     9,509     8,824     8,264    8,913     9,233     9,854     9,082
---------------------------------------------------------------------------------------------------------------------------------
COSTS AND OTHER DEDUCTIONS
Purchased crude oil and products,
  operating and other expenses                      6,225     6,695     6,201     5,594    6,467     6,401     7,748     6,385
Depreciation, depletion and amortization              598       626       615       592      652       615       596       589
Taxes other than on income                          1,406     1,405     1,403     1,345    1,303     1,219     1,227     1,137
Interest and debt expense                              97        93        83        73       73        76        81        87
---------------------------------------------------------------------------------------------------------------------------------
TOTAL COSTS AND OTHER DEDUCTIONS                    8,326     8,819     8,302     7,604    8,495     8,311     9,652     8,198
---------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAX EXPENSE                      931       690       522       660      418       922       202       884
INCOME TAX EXPENSE                                    308       265       265       272      124       502       152       383
---------------------------------------------------------------------------------------------------------------------------------
NET INCOME (1)                                     $  623    $  425    $  257    $  388   $  294    $  420    $   50    $  501
=================================================================================================================================

PER SHARE OF COMMON STOCK (2)
-----------------------------
NET INCOME PER SHARE                               $0.96     $0.65     $0.39     $0.60    $0.45     $0.64     $0.08     $0.77
=================================================================================================================================
DIVIDENDS PAID PER SHARE                           $0.4625   $0.4625   $0.4625   $0.4625  $0.4375   $0.4375   $0.4375   $0.4375
=================================================================================================================================
COMMON STOCK PRICE RANGE - HIGH                    $46 1/2   $45 3/8   $49 3/16  $47 5/16 $49 3/8   $48 15/16 $45 7/16  $41 3/4
                         - LOW                     $41       $39 7/8   $41  1/4  $41 3/16 $41 3/4   $40   5/8 $39  3/4  $33 11/16
=================================================================================================================================
(1) SPECIAL CREDITS (CHARGES)
      INCLUDED IN NET INCOME.                      $   45    $   18    $   (5)   $  (36)  $ (221)   $ (145)   $ (515)   $   (2)
(2) PER-SHARE AMOUNTS FOR 1993 AND FIRST QUARTER 1994 HAVE BEEN RESTATED TO REFLECT A TWO-FOR-ONE STOCK SPLIT IN MAY 1994.
---------------------------------------------------------------------------------------------------------------------------------

THE COMPANY'S COMMON STOCK IS LISTED ON THE NEW YORK STOCK EXCHANGE (TRADING SYMBOL: CHV), AS WELL AS THE CHICAGO; PACIFIC;
LONDON; AND ZURICH, BASEL AND GENEVA, SWITZERLAND, STOCK EXCHANGES. IT ALSO IS TRADED ON THE BOSTON, CINCINNATI, DETROIT AND
PHILADELPHIA STOCK EXCHANGES. AS OF FEBRUARY 28, 1995, STOCKHOLDERS OF RECORD NUMBERED APPROXIMATELY 141,000.

THERE ARE NO RESTRICTIONS ON THE COMPANY'S ABILITY TO PAY DIVIDENDS. CHEVRON HAS MADE DIVIDEND PAYMENTS TO STOCKHOLDERS FOR
83 CONSECUTIVE YEARS.
</TABLE>
                                  FS-12
<PAGE>
<PAGE>

REPORT OF MANAGEMENT

TO THE STOCKHOLDERS OF CHEVRON CORPORATION

Management of Chevron is responsible for preparing the accompanying financial
statements and for assuring their integrity and objectivity. The statements
were prepared in accordance with generally accepted accounting principles and
fairly represent the transactions and financial position of the company. The
financial statements include amounts that are based on management's best
estimates and judgments.

The company's statements have been audited by Price Waterhouse LLP, independent
accountants, selected by the Audit Committee and approved by the stockholders. 
Management has made available to Price Waterhouse LLP all the company's
financial records and related data, as well as the minutes of stockholders' and
directors' meetings.

Management of the company has established and maintains a system of internal
accounting controls that is designed to provide reasonable assurance that
assets are safeguarded, transactions are properly recorded and executed in
accordance with management's authorization, and the books and records
accurately reflect the disposition of assets. The system of internal controls
includes appropriate division of responsibility. The company maintains an
internal audit department that conducts an extensive program of internal audits
and independently assesses the effectiveness of the internal controls.

The Audit Committee is composed of directors who are not officers or employees
of the company. It meets regularly with members of management, the internal
auditors and the independent accountants to discuss the adequacy of the
company's internal controls, financial statements and the nature, extent and
results of the audit effort. Both the internal auditors and the independent
accountants have free and direct access to the Audit Committee without the
presence of management.


/s/ K.T. Derr                 /s/ M.R. Klitten              /s/ D.G. Henderson

Kenneth T. Derr               Martin R. Klitten             Donald G. Henderson
Chairman of the Board         Vice President, Finance       Vice President
and Chief Executive Officer   and Chief Financial Officer   and Comptroller

February 28, 1995



REPORT OF INDEPENDENT ACCOUNTANTS

TO THE STOCKHOLDERS AND THE BOARD OF DIRECTORS OF CHEVRON CORPORATION

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, stockholders' equity and cash flows present
fairly, in all material respects, the financial position of Chevron Corporation
and its subsidiaries at December 31, 1994 and 1993, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.

As discussed in Note 2 to the consolidated financial statements, effective
January 1, 1992, the company changed its methods of accounting for
postretirement benefits other than pensions and for income taxes.


/s/ Price Waterhouse LLP

San Francisco, California
February 28, 1995

                                  FS-13
<PAGE>
<PAGE>

CONSOLIDATED STATEMENT OF INCOME

                                                        YEAR ENDED DECEMBER 31
MILLIONS OF DOLLARS,                        ----------------------------------
EXCEPT PER-SHARE AMOUNTS                        1994         1993         1992
------------------------------------------------------------------------------
REVENUES
Sales and other operating revenues (1)       $35,130      $36,191      $38,212
Equity in net income
  of affiliated companies                        440          440          406
Other income                                     284          451        1,059
------------------------------------------------------------------------------
TOTAL REVENUES                                35,854       37,082       39,677
------------------------------------------------------------------------------
COSTS AND OTHER DEDUCTIONS
Purchased crude oil and products              16,990       18,007       19,872
Operating expenses                             6,314        6,267        6,145
Provision for U.S. refining
  and marketing restructuring                     69          837            -
Exploration expenses                             379          360          507
Selling, general and administrative expenses     963        1,530        1,761
Depreciation, depletion and amortization       2,431        2,452        2,594
Taxes other than on income (1)                 5,559        4,886        4,899
Interest and debt expense                        346          317          436
------------------------------------------------------------------------------
TOTAL COSTS AND OTHER DEDUCTIONS              33,051       34,656       36,214
------------------------------------------------------------------------------
INCOME BEFORE INCOME TAX EXPENSE
  AND CUMULATIVE EFFECT OF
    CHANGES IN ACCOUNTING PRINCIPLES           2,803        2,426        3,463
INCOME TAX EXPENSE                             1,110        1,161        1,253
==============================================================================
INCOME BEFORE CUMULATIVE EFFECT OF
  CHANGES IN ACCOUNTING PRINCIPLES           $ 1,693      $ 1,265      $ 2,210
CUMULATIVE EFFECT OF CHANGES IN
  ACCOUNTING PRINCIPLES                            -            -         (641)
==============================================================================
NET INCOME                                   $ 1,693      $ 1,265      $ 1,569
==============================================================================
PER SHARE OF COMMON STOCK: (2)
  INCOME BEFORE CUMULATIVE EFFECT OF
    CHANGES IN ACCOUNTING PRINCIPLES           $2.60        $1.94        $3.26
  CUMULATIVE EFFECT OF CHANGES
    IN ACCOUNTING PRINCIPLES                       -            -         (.95)
                                            ----------------------------------
NET INCOME PER SHARE OF COMMON STOCK           $2.60        $1.94        $2.31

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                  651,672,238  650,957,752  677,954,828
==============================================================================
(1) INCLUDES CONSUMER EXCISE TAXES.           $4,790       $4,068       $3,964
(2) SHARES AND PER-SHARE AMOUNTS REFLECT A TWO-FOR-ONE STOCK SPLIT IN MAY 1994.

See accompanying notes to consolidated financial statements.

                                  FS-14
<PAGE>
<PAGE>

CONSOLIDATED BALANCE SHEET

                                                                AT DECEMBER 31
                                                    --------------------------
MILLIONS OF DOLLARS                                       1994            1993
------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents                              $   413         $ 1,644
Marketable securities                                      893             372
Accounts and notes receivable
  (less allowance: 1994 - $62; 1993 - $66)               3,923           3,808
Inventories:
  Crude oil and petroleum products                       1,036           1,108
  Chemicals                                                391             423
  Materials and supplies                                   263             252
  Other merchandise                                         20              18
                                                    --------------------------
                                                         1,710           1,801
Prepaid expenses and other current assets                  652           1,057
------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                     7,591           8,682
Long-term receivables                                      138              94
Investments and advances                                 3,991           3,623

Properties, plant and equipment, at cost                46,810          44,807
Less: accumulated depreciation,
  depletion and amortization                            24,637          22,942
                                                    --------------------------
                                                        22,173          21,865
Deferred charges and other assets                          514             472
------------------------------------------------------------------------------
TOTAL ASSETS                                           $34,407         $34,736
==============================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt                                        $ 4,014         $ 3,456
Accounts payable                                         2,990           3,325
Accrued liabilities                                      1,274           2,538
Federal and other taxes on income                          624             782
Other taxes payable                                        490             505
------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                9,392          10,606
Long-term debt and capital lease obligations             4,128           4,082
Deferred credits and other non-current obligations       2,043           1,677
Non-current deferred income taxes                        2,674           2,916
Reserves for employee benefit plans                      1,574           1,458
------------------------------------------------------------------------------
TOTAL LIABILITIES                                       19,811          20,739
------------------------------------------------------------------------------
Preferred stock (authorized 100,000,000 shares,
  $1.00 par value, none issued)                              -               -
Common stock (authorized 1,000,000,000 shares,
  $1.50 par value, 712,487,068 shares issued) *          1,069           1,069
Capital in excess of par value                           1,858           1,855
Deferred compensation - Employee
  Stock Ownership Plan (ESOP)                             (900)           (920)
Currency translation adjustment and other                  175             108
Retained earnings                                       14,457          13,955
Treasury stock, at cost (1994 - 60,736,435 shares;
  1993 - 61,008,858 shares) *                           (2,063)         (2,070)
------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                              14,596          13,997
------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $34,407         $34,736
==============================================================================

* SHARES AND PAR VALUE AMOUNTS REFLECT A TWO-FOR-ONE STOCK SPLIT IN MAY 1994.
  
  See accompanying notes to consolidated financial statements.

                                  FS-15
<PAGE>
<PAGE>

CONSOLIDATED STATEMENT OF CASH FLOWS

                                                        YEAR ENDED DECEMBER 31
                                                ------------------------------
MILLIONS OF DOLLARS                                1994        1993       1992
------------------------------------------------------------------------------
OPERATING ACTIVITIES
  Net income                                    $ 1,693     $ 1,265    $ 1,569
  Adjustments
    Depreciation, depletion and amortization      2,431       2,452      2,594
    Dry hole expense related
      to prior years' expenditures                   53          29         57
    Distributions less than equity
      in affiliates' income                         (55)       (173)      (144)
    Net before-tax (gains) losses on
      asset retirements and sales                   (83)        373       (568)
    Net currency translation losses (gains)          40         (27)       (66)
    Deferred income tax provision                   110        (160)      (176)
    Cumulative effect of changes
      in accounting principles                        -           -        641
    Net (increase) decrease in operating
      working capital (1)                        (1,773)        463         82
    Other (2)                                       480          (1)       (75)
------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES (3)     2,896       4,221      3,914
------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Capital expenditures                           (3,405)     (3,323)    (3,352)
  Proceeds from asset sales                         731         908      1,043
  Net (purchases) sales of
    marketable securities (4)                      (545)         30         45
------------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES           (3,219)     (2,385)    (2,264)
------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Net borrowings of short-term obligations          466         293      1,333
  Proceeds from issuance of long-term debt          436         199         23
  Repayments of long-term debt
    and other financing obligations                (588)       (854)    (1,260)
  Cash dividends paid                            (1,206)     (1,139)    (1,115)
  Purchases of treasury shares                       (5)         (4)      (382)
------------------------------------------------------------------------------
NET CASH USED FOR FINANCING ACTIVITIES             (897)     (1,505)    (1,401)
------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES
  ON CASH AND CASH EQUIVALENTS                      (11)         21          3
------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS          (1,231)        352        252
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR    1,644       1,292      1,040
------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT YEAR-END           $   413     $ 1,644    $ 1,292
==============================================================================
(1) THE "NET (INCREASE) DECREASE IN OPERATING WORKING CAPITAL" IS COMPOSED OF
    THE FOLLOWING:
      (INCREASE) DECREASE IN ACCOUNTS
         AND NOTES RECEIVABLE                   $   (44)    $   187    $    97
      (INCREASE) DECREASE IN INVENTORIES            (57)        288        292
      DECREASE (INCREASE) IN PREPAID EXPENSES
        AND OTHER CURRENT ASSETS                      4         (52)        85
      (DECREASE) INCREASE IN ACCOUNTS PAYABLE
         AND ACCRUED LIABILITIES                 (1,510)        214       (567)
      (DECREASE) INCREASE IN INCOME AND
        OTHER TAXES PAYABLE                        (166)       (174)       175
------------------------------------------------------------------------------
        NET (INCREASE) DECREASE IN
          OPERATING WORKING CAPITAL             $(1,773)    $   463    $    82
==============================================================================
(2) IN 1994, "OTHER" OPERATING ACTIVITIES
    WERE COMPRISED PRIMARILY OF INCREASES IN
    NON-CURRENT OBLIGATIONS WHICH INCLUDED,
    IN PART, NON-CASH PROVISIONS FOR
    ENVIRONMENTAL REMEDIATION.
(3) "NET CASH PROVIDED BY OPERATING ACTIVITIES"
    INCLUDES THE FOLLOWING CASH PAYMENTS FOR
    INTEREST AND INCOME TAXES:
      INTEREST PAID ON DEBT (NET OF
        CAPITALIZED INTEREST)                   $   310     $   309    $   392
      INCOME TAXES PAID                         $ 1,147     $ 1,505    $ 1,236
==============================================================================
(4) "NET (PURCHASES) SALES OF MARKETABLE
     SECURITIES" CONSISTS OF THE FOLLOWING
     GROSS AMOUNTS:
       MARKETABLE SECURITIES PURCHASED          $(1,943)    $(1,855)   $(2,633)
       MARKETABLE SECURITIES SOLD                 1,398       1,885      2,678
------------------------------------------------------------------------------
NET (PURCHASES) SALES OF MARKETABLE SECURITIES  $  (545)    $    30    $    45
==============================================================================

See accompanying notes to consolidated financial statements.

                                  FS-16
<PAGE>
<PAGE>

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY*
<TABLE>
<CAPTION>
                                    NUMBER OF SHARES                                                           MILLIONS OF DOLLARS
                               ------------------------ --------------------------------------------------------------------------
                                                                                                CURRENCY
                                    COMMON       COMMON           CAPITAL IN     DEFERRED    TRANSLATION
                                     STOCK     STOCK IN  COMMON    EXCESS OF     COMPENSA-    ADJUSTMENT    RETAINED     TREASURY
                                    ISSUED     TREASURY   STOCK    PAR VALUE    TION-ESOP      AND OTHER    EARNINGS        STOCK
                               ------------------------ -------------------------------------------------------------------------
<S>                            <C>          <C>         <C>       <C>           <C>          <C>            <C>          <C>   
BALANCE AT
DECEMBER 31, 1991              712,487,068  (19,042,538) $1,069       $1,839        $(964)         $  67     $13,349       $ (621)
 Net income                              -            -       -            -            -              -       1,569            -
 Cash dividends -
  $1.65 per share                        -            -       -            -            -              -      (1,115)           -
 Tax benefit from
  dividends paid on
   unallocated ESOP shares               -            -       -            -            -              -          11            -
 Foreign currency
  translation adjustment                 -            -       -            -            -            (10)          -            -
 Pension Plan
  minimum liability                      -            -       -            -            -             (1)          -            -
 ESOP expense
  accrual adjustment                     -            -       -            -           10              -           -            -
 Treasury shares acquired
  in exchange transaction                -  (31,500,000)      -            -            -              -           -       (1,100)
 Purchase of treasury shares             -  (11,868,922)      -            -            -              -           -         (382)
 Reissuance of treasury shares           -      271,970       -            1            -              -           -            6
                               ------------------------ -------------------------------------------------------------------------
BALANCE AT
DECEMBER 31, 1992              712,487,068  (62,139,490) $1,069       $1,840        $(954)           $56     $13,814      $(2,097)
 Net income                              -            -       -            -            -              -       1,265            -
 Cash dividends -
  $1.75 per share                        -            -       -            -            -              -      (1,139)           -
 Tax benefit from
  dividends paid on
   unallocated ESOP shares               -            -       -            -            -              -          15            -
 Foreign currency
  translation adjustment                 -            -       -            -            -             52           -            -
 ESOP expense
  accrual adjustment                     -            -       -            -            4              -           -            -
 Reduction of ESOP debt                  -            -       -            -           30              -           -            -
 Purchase of treasury shares             -      (92,506)      -            -            -              -           -           (4)
 Reissuance of treasury shares           -    1,223,138       -           15            -              -           -           31
                               ------------------------ -------------------------------------------------------------------------
BALANCE AT
DECEMBER 31, 1993              712,487,068  (61,008,858) $1,069       $1,855        $(920)          $108     $13,955      $(2,070)
 Net income                              -            -       -            -            -              -       1,693            -
 Cash dividends -
  $1.85 per share                        -            -       -            -            -              -      (1,206)           -
 Tax benefit from
  dividends paid on
   unallocated ESOP shares               -            -       -            -            -              -          15            -
 Market value adjustments
  on investments                         -            -       -            -            -             11           -            -
 Foreign currency
  translation adjustment                 -            -       -            -            -             72           -            -
 Pension plan
  minimum liability                      -            -       -            -            -            (16)          -            -
 ESOP expense
  accrual adjustment                     -            -       -            -          (20)             -           -            -
 Reduction of ESOP debt                  -            -       -            -           40              -           -            -
 Purchase of treasury shares             -     (108,964)      -            -            -              -           -           (5)
 Reissuance of treasury shares           -      381,387       -            3            -              -           -           12
                               ------------------------ -------------------------------------------------------------------------
BALANCE AT
DECEMBER 31, 1994              712,487,068  (60,736,435) $1,069       $1,858        $(900)          $175     $14,457      $(2,063)
======================================================= =========================================================================
* SHARES AND PER-SHARE AMOUNTS REFLECT A TWO-FOR-ONE STOCK SPLIT IN MAY 1994.

See accompanying notes to consolidated financial statements.

</TABLE>

                                  FS-17
<PAGE>
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Millions of dollars

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Chevron Corporation and its
consolidated subsidiaries (the company) employ accounting policies that are in
accordance with generally accepted accounting principles in the United States.


SUBSIDIARY AND AFFILIATED COMPANIES. The consolidated financial statements
include the accounts of subsidiary companies more than 50 percent owned.
Investments in and advances to affiliates in which the company has a
substantial ownership interest of approximately 20 to 50 percent, or for which
the company participates in policy decisions, are accounted for by the equity
method. Under this accounting, remaining unamortized cost is increased or
decreased by the company's share of earnings or losses after dividends.

OIL AND GAS ACCOUNTING. The successful efforts method of accounting is used for
oil and gas exploration and production activities.

DERIVATIVES. Gains and losses on hedges of existing assets or liabilities are
included in the carrying amounts of those assets or liabilities and are
ultimately recognized in income as part of those carrying amounts. Gains and
losses related to qualifying hedges of firm commitments or anticipated
transactions also are deferred and are recognized in income or as adjustments
of carrying amounts when the hedged transaction occurs. Gains and losses on
derivatives contracts that do not qualify as hedges are recognized currently in
"Other income."

SHORT-TERM INVESTMENTS. All short-term investments are classified as
available-for-sale, and are in highly liquid debt securities. Those investments
that are part of the company's cash management portfolio with original
maturities of three months or less are reported as cash equivalents. The
balance of the short-term investments is reported as marketable securities.


INVENTORIES. Crude oil, petroleum products, chemicals and other merchandise are
stated at cost, using a Last-In, First-Out (LIFO) method. In the aggregate,
these costs are below market. Materials and supplies generally are stated at
average cost.


PROPERTIES, PLANT AND EQUIPMENT. All costs for development wells, related plant
and equipment (including carbon dioxide and certain other injected materials
used in enhanced recovery projects), and mineral interests in oil and gas
properties are capitalized. Costs of exploratory wells are capitalized pending
determination of whether the wells found proved reserves. Costs of wells that
are assigned proved reserves remain capitalized. All other exploratory wells
and costs are expensed.

Proved oil and gas properties are regularly assessed for possible impairment on
an aggregate worldwide portfolio basis, applying the informal "ceiling test" of
the Securities and Exchange Commission. Under this method, the possibility of
an impairment may exist if the aggregate net book carrying value of these
properties, net of applicable deferred income taxes, exceeds the aggregate
undiscounted future cash flows, after tax, from the properties, as calculated
in accordance with accounting rules for supplemental information on oil and gas
producing activities. In addition, high-cost, long-lead-time oil and gas
projects are individually assessed prior to production start-up by comparing
the recorded investment in the project with its fair market or economic value,
as appropriate. Economic values are generally based on management's
expectations of discounted future after-tax cash flows from the project at the
time of assessment.

Depreciation and depletion (including provisions for future abandonment and
restoration costs) of all capitalized costs of proved oil and gas producing
properties, except mineral interests, are expensed using the unit-of-production
method by individual fields as the proved developed reserves are produced.
Depletion expenses for capitalized costs of proved mineral interests are
recognized using the unit-of-production method by individual fields as the
related proved reserves are produced. Periodic valuation provisions for
impairment of capitalized costs of unproved mineral interests are expensed.

Depreciation and depletion expenses for coal are determined using the
unit-of-production method as the proved reserves are produced. The capitalized
costs of all other plant and equipment are depreciated or amortized over
estimated useful lives. In general, the declining-balance method is used to
depreciate plant and equipment in the United States; the straight-line method
generally is used to depreciate international plant and equipment and to
amortize all capitalized leased assets.

Gains or losses are not recognized for normal retirements of properties, plant
and equipment subject to composite group amortization or depreciation. Gains or
losses from abnormal retirements or sales are included in income.

Expenditures for maintenance, repairs and minor renewals to maintain facilities
in operating condition are expensed. Major replacements and renewals are
capitalized.


ENVIRONMENTAL EXPENDITURES. Environmental expenditures that relate to current
ongoing operations or to conditions caused by past operations are expensed.
Expenditures that create future benefits or contribute to future revenue
generation are capitalized.

Liabilities related to future remediation costs are recorded when environmental
assessments and/or cleanups are probable, and the costs can be reasonably
estimated. Other than for assessments, the timing and magnitude of these
accruals is generally based on the company's commitment to a formal plan of
action, such as an approved remediation plan or the sale or disposal of an
asset. For the company's domestic marketing facilities, the accrual is based on
the probability that a future remediation commitment will be required. For oil
and gas and coal producing properties, a provision is made through depreciation
expense for anticipated abandonment and restoration costs at the end of the
property's useful life.

For Superfund sites, the company records a liability for its share of costs
when it has been named as a Potentially Responsible Party (PRP) and when an
assessment or cleanup plan has been developed. This liability includes the
company's own portion of the costs and also the company's portion of amounts
for

                                  FS-18
<PAGE>
<PAGE>

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

other PRPs when it is probable that they will not be able to pay their share of
the cleanup obligation.

The company records the gross amount of its liability based on its best
estimate of future costs in current dollars and using currently available
technology and applying current regulations as well as the company's own
internal environmental policies. Future amounts are not discounted. Probable
recoveries or reimbursements are recorded as an asset.


CURRENCY TRANSLATION. The U.S. dollar is the functional currency for the
company's consolidated operations as well as for substantially all operations
of its equity method companies. For those operations, all gains or losses from
currency transactions are included in income currently. The cumulative
translation effects for the few equity affiliates using functional currencies
other than the U.S. dollar are included in the currency translation adjustment
in stockholders' equity.


TAXES. Income taxes are accrued for retained earnings of international
subsidiaries and corporate joint ventures intended to be remitted. Income taxes
are not accrued for unremitted earnings of international operations that have
been, or are intended to be, reinvested indefinitely.


NOTE 2. ADOPTION OF STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS NO. 106,
"EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS" (SFAS
106) AND NO. 109, "ACCOUNTING FOR INCOME TAXES" (SFAS 109) Effective January 1,
1992, the company adopted SFAS 106 and SFAS 109, issued by the Financial
Accounting Standards Board. The effects of these statements on 1992 net income
included a charge of $641, or $.95 per share, attributable to the cumulative
effect of adoption, including the company's share of equity affiliates. This
net charge was composed of $833, after related tax benefits of $423, for the
recognition of liabilities for retiree benefits (primarily health and life
insurance), partially offset by a credit of $192 for deferred income tax
benefits and other changes stipulated by the new income tax accounting rules.


NOTE 3. SPECIAL ITEMS AND OTHER FINANCIAL INFORMATION Net income is affected by
transactions that are unrelated to or are not representative of the company's
ongoing operations for the periods presented. These transactions, defined by
management and designated "special items," can obscure the underlying results
of operations for a year as well as affect comparability of results between
years.

Listed below are categories of special items and their net increase (decrease)
to net income, after related tax effects:

                                                        YEAR ENDED DECEMBER 31
                                                ------------------------------
                                                   1994        1993       1992
------------------------------------------------------------------------------
Asset dispositions, net
  Lead and zinc property in Ireland                $ 48       $   -      $   -
  Ortho lawn and garden products                      -         130          -
  Oil and gas properties                              -         (25)       209
  Stock exchange with Pennzoil Company                -           -        376
  Copper interest in Chile                            -           -        159
  Other                                               -          17         13
                                                ------------------------------
                                                     48         122        757
------------------------------------------------------------------------------
Asset write-offs and revaluations
  Oil and gas properties                              -         (31)      (110)
  Refining and marketing assets                       -         (24)       (31)
  Other                                               -         (16)         8
                                                ------------------------------
                                                      -         (71)      (133)
------------------------------------------------------------------------------
Prior-year tax adjustments                          344        (130)        72
------------------------------------------------------------------------------
Environmental remediation provisions               (304)        (90)       (44)
------------------------------------------------------------------------------
Restructurings and reorganizations
  Work-force reductions, net                          -         (11)       (40)
  U.S. refining and marketing                       (39)       (543)         -
  Chemicals                                          (6)          -          -
                                                ------------------------------
                                                    (45)       (554)       (40)
------------------------------------------------------------------------------
LIFO inventory losses                               (10)        (46)       (26)
------------------------------------------------------------------------------
Other, net
  Litigation and regulatory issues                  (31)        (70)       (11)
  One-time employee bonus                             -         (60)         -
  Chemicals products license agreements               -           -         32
  Insurance gains and other adjustments              20          16         44
                                                ------------------------------
                                                    (11)       (114)        65
------------------------------------------------------------------------------
  Total special items, after tax                   $ 22       $(883)      $651
==============================================================================

The 1994 U.S. refining and marketing restructuring charge of $39 and the
chemicals charge of $6 were net adjustments made to the 1993 charge of $543.
The restructuring reserve was primarily composed of writedowns of two
refineries and their related inventories to estimated realizable values. The
estimated realizable value of the refineries took into account certain
environmental cleanup obligations. Also included in the reserve were amounts
for environmental site assessments and employee severance. The refineries are
located in Philadelphia, Pennsylvania, and Port Arthur, Texas.

The Philadelphia refinery was sold in August 1994 and the Port Arthur refinery
was sold in February 1995. The reserve was reduced by the amount of proceeds
received from the sale of the Philadelphia refinery and adjustments were made
to reflect the terms of the sales. These included adjustments to the realizable
values of the assets, primarily inventories, and the recognition of certain
environmental remediation obligations retained by the company. These
adjustments resulted in a $45 net increase to the reserve. At year-end 1994,
the reserve balance, before related tax effects, was composed of $491 for loss
on the sale of the Port Arthur refinery and related inventories and $224 for
Port Arthur environmental cleanup obligations.

The company does not expect the environmental cleanup expenditures, most of
which will be made over an approximate

                                  FS-19
<PAGE>
<PAGE>

NOTE 3. SPECIAL ITEMS AND OTHER FINANCIAL INFORMATION - Continued

ten-year period, to have any material effect on its liquidity. The costs will
be funded through cash from future operations.

Other financial information is as follows:

                                                        YEAR ENDED DECEMBER 31
                                               -------------------------------
                                                   1994        1993       1992
------------------------------------------------------------------------------
Total financing interest and debt costs            $419        $371       $478
Less: capitalized interest                           73          54         42
------------------------------------------------------------------------------
Interest and debt expense                           346         317        436
Research and development expenses                   179         206        229
Currency transaction (losses) gains *              $(64)       $ 46       $ 90
==============================================================================
* INCLUDES $(24), $18 AND $24 IN 1994, 1993 AND 1992, RESPECTIVELY, FOR THE
  COMPANY'S SHARE OF AFFILIATES' CURRENCY TRANSACTION EFFECTS.

The excess of current cost (based on average acquisition costs for the year)
over the carrying value of inventories for which the LIFO method is used was
$684, $671 and $803 at December 31, 1994, 1993 and 1992, respectively.


NOTE 4. INFORMATION RELATING TO THE CONSOLIDATED STATEMENT OF CASH FLOWS The
Consolidated Statement of Cash Flows excludes the following non-cash
transactions:

In 1994, the company took delivery of a new tanker under a capital lease
arrangement. This asset was recorded as a $65 million addition to properties,
plant and equipment and to capital lease obligations.

The company's Employee Stock Ownership Plan (ESOP) repaid $40 and $30 of
matured debt guaranteed by Chevron Corporation in 1994 and 1993, respectively.
The company reflected this payment as reductions in debt outstanding and in
Deferred Compensation - ESOP.

In 1993, the company acquired a 50 percent interest in the Tengizchevroil joint
venture (TCO) in the Republic of Kazakhstan through a series of cash and
non-cash transactions. The company's interest in TCO is accounted for using the
equity method of accounting and is recorded in "Investments and advances" in
the consolidated balance sheet. The cash expended in connection with the
formation of TCO and subsequent advances to TCO have been included in the
consolidated statement of cash flows in "Capital expenditures." The deferred
payment portion of the TCO investment totaled $709 at December 31, 1993, and
$466 at year-end 1994 and is recorded in "Accrued liabilities" and "Deferred
credits and other non-current obligations" in the consolidated balance sheet.
Payments in 1993 and 1994 related to the deferred portion of the TCO investment
were classified as "Repayments of long-term debt and other financing
obligations" in the consolidated statement of cash flows.

The company refinanced an aggregate amount of $334 and $57 in tax exempt
long-term debt and capital lease obligations in 1993 and 1992, respectively.
These refinancings are not reflected in the consolidated statement of cash
flows.

In 1992, the company received 31,500,000 shares of its common stock held by a
stockholder in exchange for the stock of a subsidiary owning certain U.S. oil
and gas producing properties and related facilities, cash and other current
assets and current liabilities. The value attributed to the treasury shares
received was $1,100. The property exchanged consisted of properties, plant and
equipment with a carrying value of $790 and, excluding cash, net current
liabilities of $1. Cash of $57 was included as a reduction of proceeds from
asset sales.

In 1992, the company acquired an additional ownership interest in an affiliate,
accounted for under the equity method, in a non-cash transaction. This increase
in ownership required the consolidation of the affiliate into the company's
financial statements. The principal result of this consolidation was to
increase non-current assets and liabilities by approximately $64.

There have been other non-cash transactions that have occurred during the years
presented. These include the reissuance of treasury shares for management
compensation plans; acquisitions of properties, plant and equipment through
capital lease transactions; and changes in stockholders' equity, long-term debt
and other liabilities resulting from the accounting for the company's ESOP. The
amounts for these transactions have not been material in the aggregate in
relation to the company's financial position.

The major components of "Capital expenditures," and the reconciliation of this
amount to the capital and exploratory expenditures, excluding equity in
affiliates, presented in "Management's Discussion and Analysis of Financial
Condition and Results of Operations," are presented below:

                                                        YEAR ENDED DECEMBER 31
                                               -------------------------------
                                                   1994        1993       1992
------------------------------------------------------------------------------
Additions to properties, plant and equipment *   $3,112      $3,214     $3,342
Additions to investments                            284         179         47
Payments for other assets and (liabilities), net      9         (70)       (37)
------------------------------------------------------------------------------
  Capital expenditures                            3,405       3,323      3,352
Expensed exploration expenditures                   326         330        450
Payments of long-term debt
  and other financing obligations                   242          86          -
------------------------------------------------------------------------------
  Capital and exploratory expenditures,
    excluding equity companies                   $3,973      $3,739     $3,802
==============================================================================
* 1994 EXCLUDES NON-CASH CAPITAL LEASE ADDITION OF $65.

NOTE 5. STOCKHOLDERS' EQUITY Retained earnings at December 31, 1994 and 1993,
include $2,265 and $2,087, respectively, for the company's share of
undistributed earnings of equity affiliates.

At the company's annual meeting on May 3, 1994, stockholders approved an
increase in the authorized shares of common stock from 500 million to 1 billion
and approved a two-for-one split of the company's issued common stock,
effective May 11, 1994. All share and per-share amounts prior to that date have
been restated to reflect the stock split.

In 1988, the company declared a dividend distribution of one Right for each
outstanding share of common stock. The Rights will be exercisable, unless
redeemed earlier by the company, if a person or group acquires, or obtains the
right to acquire, 10 percent or more of the outstanding shares of common stock
or commences a tender or exchange offer that would result in acquiring 10
percent or more of the outstanding shares of common stock, either event
occurring without the prior consent of the company. Each Right entitles its
holder to purchase stock having a value equal to two times the exercise price
of the 

                                  FS-20
<PAGE>
<PAGE>

NOTE 5. STOCKHOLDERS' EQUITY - Continued

Right. The person or group who had acquired 10 percent or more of the
outstanding shares of common stock without the prior consent of the company
would not be entitled to this purchase opportunity.

The Rights will expire in November 1998, or they may be redeemed by the company
at 5 cents per share prior to that date. The Rights do not have voting or
dividend rights and, until they become exercisable, have no dilutive effect on
the earnings of the company. Twenty million shares of the company's preferred
stock have been designated Series A participating preferred stock and reserved
for issuance upon exercise of the Rights.

No event during 1994 made the Rights exercisable.


NOTE 6. FINANCIAL INSTRUMENTS

OFF BALANCE SHEET RISK. The company enters into forward exchange contracts,
generally with terms of 90 days or less, as a hedge against some of its foreign
currency exposures, primarily anticipated purchase transactions forecasted to
occur within 90 days. At December 31, 1994 and 1993, the notional amounts were
$60 and $114, respectively.

The company enters into interest rate swaps as part of its overall strategy to
manage the interest rate risk on its debt. Under the terms of the swaps, net
cash settlements, based on the difference between fixed-rate and floating-rate
interest amounts calculated by reference to agreed notional principal amounts,
are made either semi-annually or annually, and are recorded monthly as
"Interest and debt expense." At December 31, 1994, the notional principal
amounts of the swaps held by the company totaled $850, and the contracts have
remaining terms of between two to five years.

The impact of the swaps and forward exchange contracts on the company's results
of operations is not material.

The company utilizes certain derivative financial instruments as hedges to
manage a small portion of its exposure to price volatility stemming from its
integrated petroleum activities. Relatively straightforward and involving
little complexity, these instruments consist mainly of crude oil futures
contracts traded on the International Petroleum Exchange and natural gas swap
contracts, entered into principally with major financial institutions. The
futures contracts hedge anticipated crude oil purchases and sales, generally
forecasted to occur within a ninety-day period. Natural gas swaps are primarily
used to hedge firmly committed sales, and the terms of the swap contracts held
have an average maturity of twelve months, mirroring the terms of the committed
sales. Gains and losses on the instruments offset, and are recognized
concurrently with gains and losses associated with the underlying commodities.


CONCENTRATIONS OF CREDIT RISK. The company's financial instruments that are
exposed to concentrations of credit risk consist primarily of its cash
equivalents, marketable securities, derivative financial instruments and trade
receivables.

The company's short-term investments are placed with various foreign
governments and a wide array of financial institutions with high credit
ratings. This diversified investment policy limits the company's exposure both
to credit risk and to concentration of credit risk. Similar standards of
diversity and creditworthiness are applied to the company's counterparties in
derivative financial instruments.

The trade receivable balances, reflecting the company's diversified sources of
revenue, are dispersed among the company's broad customer base worldwide. As a
consequence, concentrations of credit risk are limited. The company routinely
assesses the financial strength of its customers. Letters of credit are the
principal security obtained to support lines of credit or negotiated contracts
when the financial strength of a customer is not considered sufficient.


FAIR VALUE. At December 31, 1994, the company's long-term debt of $2,155 had an
estimated fair value of $2,127. The fair value is based on quoted market prices
at December 31, 1994, or the present value of expected cash flows when a quoted
market price was not available.

At December 31, 1994, the company held crude oil futures contracts and natural
gas swap contracts with approximate negative fair values totaling $(38).

The company holds cash equivalents and U.S. dollar marketable securities in
domestic and offshore portfolios. Eurodollar bonds and floating rate notes are
the primary instruments held. At December 31, 1994, cash equivalents and
marketable securities had a fair value of $1,178. Of this balance, $285
classified as cash equivalents had average maturities under 90 days, while the
remainder, classified as marketable securities, had an average maturity of 4
years.


NOTE 7. SUMMARIZED FINANCIAL DATA - CHEVRON U.S.A. INC. At December 31, 1994,
Chevron U.S.A. Inc. was Chevron Corporation's principal operating company,
consisting primarily of the company's U.S. integrated petroleum operations
(excluding most of the domestic pipeline operations). These operations are
conducted by three divisions: Chevron U.S.A. Production Company, Chevron U.S.A.
Products Company and Warren Petroleum Company.  Summarized financial
information for Chevron U.S.A. Inc. and its consolidated subsidiaries is
presented below:

                                                        YEAR ENDED DECEMBER 31
                                                ------------------------------
                                                   1994        1993       1992
------------------------------------------------------------------------------
Sales and other operating revenues              $25,833     $28,092    $29,454
Total costs and other deductions                 25,367      27,588     28,410
Income before cumulative effect
  of changes in accounting principles               501         325        811
Cumulative effect of changes
  in accounting principles                            -           -       (573)
Net income                                          501         325        238
==============================================================================

                                                                AT DECEMBER 31
                                                            ------------------
                                                               1994       1993
------------------------------------------------------------------------------
Current assets                                              $ 3,341    $ 3,661
Other assets                                                 14,136     14,099
Current liabilities                                           6,347      5,936
Other liabilities                                             5,599      5,738
Net equity                                                    5,531      6,086
==============================================================================

                                  FS-21
<PAGE>
<PAGE>

NOTE 8. LITIGATION The company is a defendant in numerous lawsuits. Plaintiffs
may seek to recover large and sometimes unspecified amounts, and some matters
may remain unresolved for several years.

A lawsuit brought against the company by OXY USA Inc., the successor in
interest to Cities Service Company, remains pending in an Oklahoma state court.
The suit involves claims for breach of contract and misrepresentation related
to the termination of Gulf Oil Corporation's offer to purchase Cities' stock in
1982. (Gulf was acquired by Chevron in 1984.) OXY also asserts that the company
improperly interfered with a proposed settlement of claims brought against OXY
by the Department of Energy.

Management is of the opinion that resolution of the lawsuits will not result in
any significant liability to the company in relation to its consolidated
financial position or liquidity.


NOTE 9. GEOGRAPHIC AND SEGMENT DATA The geographic and segment distributions of
the company's identifiable assets, operating income and sales and other
operating revenues are summarized in the following tables.

                                                                AT DECEMBER 31
                                                ------------------------------
                                                   1994        1993       1992
------------------------------------------------------------------------------
IDENTIFIABLE ASSETS
United States
  Petroleum                                     $15,540     $16,443    $18,508
  Chemicals                                       1,992       2,045      2,165
  Coal and Other Minerals                           592         744        762
------------------------------------------------------------------------------  
    Total United States                          18,124      19,232     21,435
------------------------------------------------------------------------------ 
International
  Petroleum                                      12,493      12,202      9,671
  Chemicals                                         411         412        390
  Coal and Other Minerals                            45          13         10
------------------------------------------------------------------------------ 
    Total International                          12,949      12,627     10,071
------------------------------------------------------------------------------  
    TOTAL IDENTIFIABLE ASSETS                    31,073      31,859     31,506
Corporate and Other                               3,334       2,877      2,464
------------------------------------------------------------------------------
    TOTAL ASSETS                                $34,407     $34,736    $33,970
==============================================================================

                                                        YEAR ENDED DECEMBER 31
                                                ------------------------------
                                                   1994        1993       1992
------------------------------------------------------------------------------ 
OPERATING INCOME
United States
  Petroleum                                     $   831     $   692    $ 1,693
  Chemicals                                         241         162         46
  Coal and Other Minerals                            60          59         68
------------------------------------------------------------------------------ 
    Total United States                           1,132         913      1,807
------------------------------------------------------------------------------
International
  Petroleum                                       1,672       1,772      1,731
  Chemicals                                          81          63         70
  Coal and Other Minerals                            79          (3)       177
------------------------------------------------------------------------------
    Total International                           1,832       1,832      1,978
------------------------------------------------------------------------------
    TOTAL OPERATING INCOME                        2,964       2,745      3,785
Corporate and Other                                (161)       (319)      (322)
Income Tax Expense                               (1,110)     (1,161)    (1,253)
------------------------------------------------------------------------------
  Income before cumulative effect of
    changes in accounting principles            $ 1,693     $ 1,265    $ 2,210
Cumulative effect of changes in
  accounting principles                               -           -       (641)
------------------------------------------------------------------------------
    NET INCOME                                  $ 1,693     $ 1,265    $ 1,569
==============================================================================

                                                        YEAR ENDED DECEMBER 31
                                                ------------------------------
                                                   1994        1993       1992
------------------------------------------------------------------------------
SALES AND OTHER OPERATING REVENUES
United States
  Petroleum-Refined products                    $11,690     $13,169    $13,964
           -Crude oil                             3,466       4,086      5,138
           -Natural gas                           1,755       1,776      1,631
           -Natural gas liquids                   1,072       1,098      1,075
           -Other petroleum revenues                637         682        700
           -Excise taxes                          2,977       2,554      2,458
           -Intersegment                            977         924      1,052
                                                ------------------------------
              Total Petroleum                    22,574      24,289     26,018
                                                ------------------------------
  Chemicals-Products                              2,528       2,211      2,409
           -Intersegment                            273         248        266
                                                ------------------------------
              Total Chemicals                     2,801       2,459      2,675
                                                ------------------------------
  Coal and Other Minerals-Products                  415         447        395
                                                ------------------------------
    Total United States                          25,790      27,195     29,088
------------------------------------------------------------------------------
International
  Petroleum-Refined products                      2,638       2,920      2,857
           -Crude oil                             4,783       4,415      4,893
           -Natural gas                             383         380        364
           -Natural gas liquids                     108         137        115
           -Other petroleum revenues                307         285        227
           -Excise taxes                          1,797       1,499      1,490
           -Intersegment                             (2)          1         10
                                                ------------------------------
              Total Petroleum                    10,014       9,637      9,956
                                                ------------------------------
  Chemicals-Products                                537         497        463
           -Excise taxes                             16          15         16
           -Intersegment                              8           6          5
                                                ------------------------------
              Total Chemicals                       561         518        484
                                                ------------------------------
  Coal and Other Minerals-Products                    1           -          2
                                                ------------------------------
    Total International                          10,576      10,155     10,442
------------------------------------------------------------------------------
Intersegment sales elimination                   (1,256)     (1,179)    (1,333)
------------------------------------------------------------------------------
Corporate and Other                                  20          20         15
------------------------------------------------------------------------------
    TOTAL SALES AND OTHER OPERATING REVENUES    $35,130     $36,191    $38,212
==============================================================================
Memo: Intergeographic Sales
      United States                             $   512     $   266    $   309
      International                               1,803       4,418      3,823
==============================================================================

The company's primary business is its integrated petroleum operations.
Secondary operations include chemicals and coal. The company's real estate and
insurance operations and worldwide cash management and financing activities are
in "Corporate and Other."

Beginning January 1, 1994, the company no longer distributes certain corporate
expenses to its business segments. Prior to 1994, these expenses were allocated
on the basis of each segment's identifiable assets (including an allocation to
"Corporate and Other"). Starting in 1994, segments are billed for direct
corporate services; unbilled corporate expenses are included in "Corporate and
Other." The company believes this better reflects the current organizational
and management structure of its business units and corporate departments.

                                  FS-22
<PAGE>
<PAGE>

NOTE 9. GEOGRAPHIC AND SEGMENT DATA - Continued

As a result of the change, "Corporate and Other" in 1994 included $232 of
before-tax expenses that, under the previous method, would have reduced segment
operating income. There was no change in the net income of the company.

Also in connection with the change, the company no longer allocates certain
corporate identifiable assets to the business segments. At December 31, 1994,
"Corporate and Other" included $1,259 of identifiable assets that in previous
years would have been included in the identifiable assets of the business
segments.

These changes resulted in an increase to 1994 U.S. and International Petroleum
operating income of $101 and $111, respectively. Identifiable assets at
December 31, 1994 for U.S. and International Petroleum were reduced $630 and
$506, respectively. The effect of these changes on 1994 operating income and
year-end 1994 identifiable assets of the company's other segments and
geographic areas was not material.

Identifiable assets for the business segments include all assets associated
with operations in the indicated geographic areas, including investments in
affiliates.

Sales and other operating revenues for the petroleum segment are derived from
the production and sale of crude oil, natural gas and natural gas liquids, and
from the refining and marketing of petroleum products. The company also obtains
revenues from the transportation and trading of crude oil and refined products.
Chemicals revenues result primarily from the sale of petrochemicals, plastic
resins, and lube oil and fuel additives. Coal and other minerals revenues
relate primarily to coal sales. During 1994, the company completed its
withdrawal from non-coal minerals activities.

Sales and other operating revenues in the above table include both sales to
unaffiliated customers and sales from the transfer of products between
segments. Sales from the transfer of products between segments and geographic
areas are generally at estimated market prices. Transfers between geographic
areas are presented as memo items below the table.

Equity in earnings of affiliated companies has been associated with the
segments in which the affiliates operate. Sales to the Caltex Group are
included in the "International Petroleum" segment. Information on the Caltex
and Tengizchevroil affiliates is presented in Note 11. Other affiliates are
either not material or not vertically integrated with a segment's operations.


NOTE 10. LEASE COMMITMENTS Certain non-cancelable leases are classified as
capital leases, and the leased assets are included as part of "Properties,
plant and equipment." Other leases are classified as operating leases and are
not capitalized. Details of the capitalized leased assets are as follows:

                                                                AT DECEMBER 31
                                                            ------------------
                                                               1994       1993
------------------------------------------------------------------------------
Petroleum
  Exploration and Production                                   $ 45      $ 50
  Refining, Marketing and Transportation                        618       554
-----------------------------------------------------------------------------
                                                                663       604
Less: accumulated amortization                                  398       409
-----------------------------------------------------------------------------
  Net capitalized leased assets                                $265      $195
=============================================================================

At December 31, 1994, the future minimum lease payments under operating and
capital leases are as follows:

                                                               AT DECEMBER 31
                                                          -------------------
                                                          OPERATING   CAPITAL
YEAR                                                         LEASES    LEASES
-----------------------------------------------------------------------------
1995                                                           $158      $ 64
1996                                                            144        60
1997                                                            131        56
1998                                                            114        52
1999                                                            107        44
Thereafter                                                      218       659
-----------------------------------------------------------------------------
 Total                                                         $872       935
-------------------------------------------------------------------
Less: amounts representing interest and executory costs                  (456)
-----------------------------------------------------------------------------
Net present value                                                         479
Less: capital lease obligations included in short-term debt              (306)
-----------------------------------------------------------------------------
Long-term capital lease obligations                                      $173
=============================================================================
Future sublease rental income                                  $ 43      $  -
=============================================================================

Rental expenses incurred for operating leases during 1994, 1993 and 1992 were
as follows:

                                                       YEAR ENDED DECEMBER 31
                                                 ----------------------------
                                                   1994        1993      1992
-----------------------------------------------------------------------------
Minimum rentals                                    $410        $452      $408
Contingent rentals                                    7           9        10
-----------------------------------------------------------------------------
  Total                                             417         461       418
Less: sublease rental income                         14          15        14
-----------------------------------------------------------------------------
  Net rental expense                               $403        $446      $404
=============================================================================

Contingent rentals are based on factors other than the passage of time,
principally sales volumes at leased service stations. Certain leases include
escalation clauses for adjusting rentals to reflect changes in price indices,
renewal options ranging from one to 25 years and/or options to purchase the
leased property during or at the end of the initial lease period for the fair
market value at that time.

                                  FS-23
<PAGE>
<PAGE>

NOTE 11. INVESTMENTS AND ADVANCES Investments in and advances to companies
accounted for using the equity method, and other investments accounted for at
or below cost, are as follows:

                                                                AT DECEMBER 31
                                                            ------------------
                                                               1994       1993
------------------------------------------------------------------------------
Equity method affiliates
  Caltex Group                                               $2,362     $2,147
  Tengizchevroil                                              1,153        927
  Other affiliates                                              346        426
------------------------------------------------------------------------------
                                                              3,861      3,500
Other, at or below cost                                         130        123
------------------------------------------------------------------------------
  Total investments and advances                             $3,991     $3,623
==============================================================================

Chevron owns 50 percent each of P.T. Caltex Pacific Indonesia, an exploration
and production company operating in Indonesia; Caltex Petroleum Corporation,
which, through its subsidiaries and affiliates, conducts refining and marketing
activities in Asia, Africa, Australia and New Zealand; and American Overseas
Petroleum Limited, which, through its subsidiaries, manages certain of the
company's exploration and production operations in Indonesia. These companies
and their subsidiaries and affiliates are collectively called the Caltex Group.

Tengizchevroil (TCO) is a 50 percent owned joint venture formed in 1993 with
the Republic of Kazakhstan to develop the Tengiz and Korolev oil fields over a
40-year period. The investment in TCO at December 31, 1994 and 1993 included a
deferred payment portion of $466 and $709 respectively, $420 of which is
payable to the Republic of Kazakhstan upon the attainment of a dedicated export
system with the capability of the greater of 260,000 barrels of oil per day or
TCO's production capacity. This portion of the investment was recorded upon
formation of the venture as the company believed at the time, and continues to
believe, that its payment is beyond a reasonable doubt given the original
intent and continuing commitment of both parties to realizing the full
potential of the venture over its 40-year life.

Equity in earnings of companies accounted for by the equity method, together
with dividends and similar distributions received from equity method companies
for the years 1994, 1993 and 1992, are as follows:

                                                        YEAR ENDED DECEMBER 31
                         -----------------------------------------------------
                               EQUITY IN EARNINGS                    DIVIDENDS
                         -------------------------   -------------------------
                            1994     1993     1992      1994     1993     1992
------------------------------------------------------------------------------
Caltex Group                $350     $361     $334*     $239     $172     $183
Tengizchevroil               (10)      (1)       -         -        -        -
Other affiliates             100       80       72       146       95       79
------------------------------------------------------------------------------
  Total                     $440     $440     $406      $385     $267     $262
==============================================================================
* BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES.

The company's transactions with affiliated companies, primarily for the
purchase of Indonesian crude oil from P.T. Caltex Pacific Indonesia and the
sale of crude oil and products to Caltex Petroleum Corporation's refining and
marketing companies, are summarized in the adjacent table.

Accounts and notes receivable in the consolidated balance sheet include $135
and $156 at December 31, 1994 and 1993, respectively, of amounts due from
affiliated companies. Accounts payable include $46 and $35 at December 31, 1994
and 1993, respectively, of amounts due to affiliated companies.

                                                        YEAR ENDED DECEMBER 31
                                                ------------------------------
                                                   1994        1993       1992
------------------------------------------------------------------------------
Sales to Caltex Group                            $1,166      $1,739     $1,784
Sales to other affiliates                             7           5          5
------------------------------------------------------------------------------
  Total sales to affiliates                      $1,173      $1,744     $1,789
==============================================================================
Purchases from Caltex Group                      $  800       $ 842     $  797
Purchases from other affiliates                      52         101         56
------------------------------------------------------------------------------
  Total purchases from affiliates                $  852      $  943     $  853
==============================================================================

The following tables summarize the combined financial information for the
Caltex Group and substantially all of the other equity method companies
together with Chevron's share. Amounts shown for the affiliates are 100
percent.

<TABLE>
<CAPTION>

                                                     CALTEX GROUP                OTHER AFFILIATES                 CHEVRON'S SHARE
                                     ----------------------------     ---------------------------      --------------------------
YEAR ENDED DECEMBER 31                   1994      1993      1992        1994      1993      1992        1994      1993      1992
---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>       <C>          <C>       <C>       <C>         <C>       <C>       <C>    
Sales and other operating revenues    $14,751   $15,409   $17,281      $2,237    $1,972    $1,995      $8,176    $8,229    $9,148
Total costs and other deductions       13,860    14,392    16,255       1,815     1,542     1,458       7,500     7,633     8,543
Net income                                689       720       720*        357       374       416         440       440       431
=================================================================================================================================
* AFTER CUMULATIVE EFFECT OF $51 BENEFIT FROM ADOPTION OF SFAS 106 AND 109, OF WHICH CHEVRON'S SHARE OF $25 IS INCLUDED IN
  CUMULATIVE EFFECT OF  CHANGES IN ACCOUNTING PRINCIPLES IN THE CONSOLIDATED STATEMENT OF INCOME.

</TABLE>

<TABLE>
<CAPTION>


                                                     CALTEX GROUP                OTHER AFFILIATES                 CHEVRON'S SHARE
                                     ----------------------------     ---------------------------      --------------------------
AT DECEMBER 31                           1994      1993      1992        1994      1993      1992        1994      1993      1992
---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>       <C>          <C>       <C>       <C>         <C>       <C>       <C>    
Current assets                        $ 2,421   $ 2,123   $ 2,378      $  913    $  766    $  788      $1,446    $1,256    $1,375
Other assets                            7,389     6,266     5,485       4,216     3,871     2,186       5,396     4,731     3,433
Current liabilities                     3,072     2,411     2,453         543       471       540       1,617     1,332     1,364
Other liabilities                       2,005     1,683     1,591       3,225     2,620       746       1,364     1,155     1,090
Net equity                              4,733     4,295     3,819       1,361     1,546     1,688       3,861     3,500     2,354
=================================================================================================================================
</TABLE>

                                  FS-24
<PAGE>
<PAGE>

NOTE 12. PROPERTIES, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                           AT DECEMBER 31                                   YEAR ENDED DECEMBER 31
                      --------------------------------------------------- --------------------------------------------------------
                       GROSS INVESTMENT AT COST            NET INVESTMENT      ADDITIONS AT COST (1)          DEPRECIATION EXPENSE
                      ------------------------- ------------------------- -------------------------- -----------------------------
                         1994     1993     1992    1994     1993     1992     1994     1993     1992        1994     1993     1992
----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>      <C>      <C>     <C>      <C>      <C>       <C>      <C>      <C>         <C>      <C>      <C>
UNITED STATES
Petroleum
  Exploration and
    Production        $17,980  $17,608  $17,707 $ 5,900  $ 6,189  $ 6,703   $  675   $  663   $  609      $  983   $1,064   $1,264
  Refining and
    Marketing          11,442   10,693   10,762   6,524    6,187    6,345      899      960      980         460      460      430
Chemicals               1,915    1,899    1,803   1,150    1,225    1,219       89      174      182         131      124      127
Coal and
  Other Minerals          869      848      836     461      488      511       30       32       58          54       54       50
----------------------------------------------------------------------------------------------------------------------------------
  Total United States  32,206   31,048   31,108  14,035   14,089   14,778    1,693    1,829    1,829       1,628    1,702    1,871
----------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL
Petroleum
  Exploration and
    Production          9,661    8,729    7,892   4,800    4,353    3,980    1,051    1,014    1,000         578      519      496
  Refining and
    Marketing           2,482    2,385    2,367   1,743    1,686    1,658      218      219      304         114      106       97
Chemicals                 330      313      280     143      148      142       25       24       26          27       25       18
Coal and
  Other Minerals           21       12       11      19       10        7       12        3        1           -        -        -
----------------------------------------------------------------------------------------------------------------------------------
  Total International  12,494   11,439   10,550   6,705    6,197    5,787    1,306    1,260    1,331         719      650      611
----------------------------------------------------------------------------------------------------------------------------------
Corporate and
  Other (2)             2,110    2,320    2,352   1,433    1,579    1,623      125       96      209          84      100      112
----------------------------------------------------------------------------------------------------------------------------------
  TOTAL               $46,810  $44,807  $44,010 $22,173  $21,865  $22,188   $3,124   $3,185   $3,369      $2,431   $2,452   $2,594
==================================================================================================================================

(1) NET OF DRY HOLE EXPENSE RELATED TO PRIOR YEARS' EXPENDITURES OF $53, $29 AND $57 IN 1994, 1993 AND 1992, RESPECTIVELY.
(2) INCLUDES PRIMARILY REAL ESTATE AND MANAGEMENT INFORMATION SYSTEMS.

</TABLE>

Expenses for maintenance and repairs were $928, $875 and $1,045 in 1994, 1993
and 1992, respectively.

NOTE 13. TAXES

                                                        YEAR ENDED DECEMBER 31
                                                ------------------------------
                                                   1994        1993       1992
------------------------------------------------------------------------------
Taxes Other Than on Income
  United States
    Taxes on production                          $  102      $  135     $  140
    Import duties                                    21          21         18
    Excise taxes on products and merchandise      2,978       2,554      2,458
    Property and other miscellaneous taxes          374         380        416
    Payroll taxes                                   112         122        141
------------------------------------------------------------------------------
      Total United States                         3,587       3,212      3,173
------------------------------------------------------------------------------
  International
    Taxes on production                              14           7         30
    Import duties                                    11          22         55
    Excise taxes on products and merchandise      1,812       1,514      1,506
    Property and other miscellaneous taxes          116         112        114
    Payroll taxes                                    19          19         21
------------------------------------------------------------------------------
      Total International                         1,972       1,674      1,726
------------------------------------------------------------------------------
      Total taxes other than on income           $5,559      $4,886     $4,899
------------------------------------------------------------------------------

U.S. federal income tax expense was reduced by $60, $57 and $49 in 1994, 1993
and 1992, respectively, for low-income housing and other business tax credits.

In 1994, before-tax income for U.S. operations was $1,194 compared with $687 in
1993 and  $1,592 in 1992. Before-tax income for international operations was
$1,609, $1,739 and $1,871 in 1994, 1993 and 1992, respectively.

                                                        YEAR ENDED DECEMBER 31
                                                ------------------------------
                                                   1994        1993       1992
------------------------------------------------------------------------------ 
Taxes on Income
  U.S. federal
    Current                                      $  175      $  394     $  329
    Deferred                                         43        (241)      (129)
    Deferred - Adjustment for enacted
      changes in tax laws/rates                       -          54          -
    State and local                                  10          63         54
------------------------------------------------------------------------------ 
      Total United States                           228         270        254
------------------------------------------------------------------------------
  International
    Current                                         815         864      1,046
    Deferred                                         67          48        (47)
    Deferred - Adjustment for enacted
      changes in tax laws/rates                       -         (21)         -
------------------------------------------------------------------------------
      Total International                           882         891        999
------------------------------------------------------------------------------
      Total taxes on income                      $1,110      $1,161     $1,253
==============================================================================

The deferred income tax provisions included (costs) benefits of $(222), $98 and
$163 related to properties, plant and equipment in 1994, 1993 and 1992,
respectively. U.S. benefits were recorded in 1993 related to the U.S. refining
and marketing restructuring provision.

In 1992, the tax related to the cumulative effect of adopting SFAS 106 (Note 2)
was $423, representing deferred income tax benefits approximating the statutory
tax rate.

                                  FS-25
<PAGE>
<PAGE>

NOTE 13. TAXES - Continued

The company's effective income tax rate varied from the U.S. statutory federal
income tax rate because of the following:

                                                        YEAR ENDED DECEMBER 31
                                                ------------------------------
                                                   1994        1993       1992
------------------------------------------------------------------------------
Statutory U.S. federal income tax rate             35.0%       35.0%      34.0%
Effects of income taxes on international
  operations in excess of taxes at the
    U.S. statutory rate                            18.5        15.6       15.2
Effects of asset dispositions                         -        (0.6)      (8.0)
State and local taxes on income,
  net of U.S. federal income tax benefit            0.2         2.2        1.1
Prior-year tax adjustments                         (4.4)        3.0       (0.6)
Effects of enacted changes in tax
  laws/rates on deferred tax liabilities              -         1.3          -
Tax credits                                        (2.1)       (2.4)      (1.4)
All others                                         (3.2)       (0.9)      (0.9)
------------------------------------------------------------------------------
    Consolidated companies                         44.0        53.2       39.4
Effect of recording equity in income of certain
  affiliated companies on an after-tax basis       (4.4)       (5.3)      (3.2)
------------------------------------------------------------------------------
    Effective tax rate                             39.6%       47.9%      36.2%
==============================================================================

The company records its deferred taxes on a tax jurisdiction basis and
classifies those net amounts as current or noncurrent based on the balance
sheet classification of the related assets or liabilities.

At December 31, 1994 and 1993, deferred taxes were classified in the
consolidated balance sheet, as follows:

                                                                AT DECEMBER 31
                                                            ------------------
                                                               1994       1993
------------------------------------------------------------------------------
Prepaid expenses and other current assets                    $ (112)    $ (495)
Deferred charges and other assets                              (148)      (146)
Federal and other taxes on income                                18         27
Non-current deferred income taxes                             2,674      2,916
------------------------------------------------------------------------------
Total deferred taxes, net                                    $2,432     $2,302
==============================================================================

The reported deferred tax balances are composed of the following deferred tax
liabilities (assets):

                                                                AT DECEMBER 31
                                                            ------------------
                                                               1994       1993*
------------------------------------------------------------------------------
Properties, plant and equipment                              $4,451     $4,201
Inventory                                                       240        293
Miscellaneous                                                   254        237
------------------------------------------------------------------------------
  Deferred tax liabilities                                    4,945      4,731
------------------------------------------------------------------------------
Abandonment/environmental reserves                           (1,066)      (910)
Employee benefits                                              (564)      (535)
AMT/other tax credits                                          (711)      (486)
Other accrued liabilities                                      (299)      (472)
Miscellaneous                                                  (523)      (523)
------------------------------------------------------------------------------
  Deferred tax assets                                        (3,163)    (2,926)
------------------------------------------------------------------------------
Deferred tax assets valuation allowance                         650        497
------------------------------------------------------------------------------
  Total deferred taxes, net                                  $2,432     $2,302
==============================================================================
* CERTAIN 1993 AMOUNTS HAVE BEEN RECLASSIFIED TO CONFORM TO THE 1994
  PRESENTATION.

It is the company's policy for subsidiaries included in the U.S. consolidated
tax return to record income tax expense as though they filed separately, with
the parent recording the adjustment to income tax expense for the effects of
consolidation.

Undistributed earnings of international consolidated subsidiaries and
affiliates for which no deferred income tax provision has been made for
possible future remittances totaled approximately $3,815 at December 31, 1994.
Substantially all of this amount represents earnings reinvested as part of the
company's ongoing business. It is not practical to estimate the amount of taxes
that might be payable on the eventual remittance of such earnings. On
remittance, certain countries impose withholding taxes that, subject to certain
limitations, are then available for use as tax credits against a U.S. tax
liability, if any. The company estimates withholding taxes of approximately
$258 would be payable upon remittance of these earnings.


NOTE 14. SHORT-TERM DEBT

                                                                AT DECEMBER 31
                                                             -----------------
                                                               1994       1993
------------------------------------------------------------------------------
Commercial paper (1)                                         $5,036     $4,391
Current maturities of long-term debt                            134        167
Current maturities of long-term capital leases                   33         23
Redeemable long-term obligations 
  Long-term debt                                                315        297
Capital leases                                                  273        255
Notes payable                                                    23        203
------------------------------------------------------------------------------
    Subtotal (2)                                              5,814      5,336
Reclassified to long-term debt                               (1,800)    (1,880)
------------------------------------------------------------------------------
  Total short-term debt                                      $4,014     $3,456
==============================================================================
(1) WEIGHTED AVERAGE INTEREST RATES AT DECEMBER 31, 1994 AND 1993 WERE 6.0%
    AND 3.3%, RESPECTIVELY.
(2) WEIGHTED AVERAGE INTEREST RATES AT DECEMBER 31, 1994 AND 1993 WERE 5.8%
    AND 3.4%, RESPECTIVELY.

Redeemable long-term obligations consist primarily of tax-exempt variable-rate
put bonds that are included as current liabilities because they become
redeemable at the option of the bondholders during the year following the
balance sheet date.

NOTE 15. LONG-TERM DEBT

                                                                AT DECEMBER 31
                                                             -----------------
                                                               1994       1993
------------------------------------------------------------------------------
8.11% amortizing notes due 2004 (1)                          $  750     $  750
7.45% notes due 2004                                            348          -
9.375% sinking-fund debentures due 2016                         278        278
5.6% notes due 1998                                             190        190
9.75% sinking-fund debentures due 2017                          180        179
4.625% 200 million Swiss franc issue due 1997                   152        136
6.90% serial notes due 1994-1997 (1),(2)                        150        190
7.875% notes due 1997 (3)                                         -        200
Other long-term obligations (7.02%) (2)
  (less than $50 individually)                                  183        223
Other foreign currency obligations (5.45%) (2)                   58         78
------------------------------------------------------------------------------
  Total including debt due within one year                    2,289      2,224
    Debt due within one year                                   (134)      (167)
    Reclassified from short-term debt (6.0%) (2)              1,800      1,880
------------------------------------------------------------------------------
Total long-term debt                                         $3,955     $3,937
==============================================================================
(1) GUARANTEE OF ESOP DEBT.
(2) WEIGHTED AVERAGE INTEREST RATE AT DECEMBER 31, 1994.
(3) DEBT RETIRED BEFORE MATURITY DATE.

                                  FS-26
<PAGE>
<PAGE>

NOTE 15. LONG-TERM DEBT - Continued

Chevron and one of its wholly owned subsidiaries each have "shelf"
registrations on file with the Securities and Exchange Commission (SEC) that
together would permit the issuance of $700 of debt securities pursuant to Rule
415 of the Securities Act of 1933.

At year-end 1994, the company had $4,425 of committed credit facilities with
banks worldwide, $1,800 of which had termination dates beyond one year. The
facilities support the company's commercial paper borrowings. Interest on any
borrowings under the agreements is based on either the London Interbank Offered
Rate or the Reserve Adjusted Domestic Certificate of Deposit Rate. No amounts
were outstanding under these credit agreements during the year nor at year-end.

At December 31, 1994 and 1993, the company classified $1,800 and $1,880,
respectively, of short-term debt as long-term. Settlement of these obligations
is not expected to require the use of working capital in 1995, as the company
has both the intent and ability to refinance this debt on a long-term basis.

Consolidated long-term debt maturing in each of the five years after December
31, 1994, is as follows: 1995-$134, 1996-$98, 1997-$246, 1998-$276 and
1999-$94.


NOTE 16. EMPLOYEE BENEFIT PLANS

PENSION PLANS. The company has defined benefit pension plans for most
employees. The principal plans provide for automatic membership on a
non-contributory basis. The retirement benefits provided by these plans are
based primarily on years of service and on average career earnings or the
highest consecutive three years' average earnings. The company's policy is to
fund at least the minimum necessary to satisfy requirements of the Employee
Retirement Income Security Act.

The net pension expense (credit) for all of the company's pension plans for the
years 1994, 1993 and 1992 consisted of:

                                                   1994        1993       1992
------------------------------------------------------------------------------
Cost of benefits earned during the year            $ 97        $103       $106
Interest cost on projected benefit obligations      263         276        302
Actual return on plan assets                        (62)       (472)      (309)
Net amortization and deferral                      (294)        101       (134)
------------------------------------------------------------------------------
  Net pension expense (credits)                    $  4        $  8       $(35)
==============================================================================

Settlement gains in 1994, related to lump-sum payments, totaled $17. In
addition to the net pension expense in 1993, the company recognized a net
settlement loss of $63 and a curtailment loss of $4 reflecting the termination
of a former Gulf pension plan and lump-sum payments from other company pension
plans. In 1992, the company recorded charges of $65 and a curtailment loss of
$7, offset by net lump-sum settlement gains of $101 related to an early
retirement program offered to employees of its U.S. and certain Canadian
subsidiaries.

At December 31, 1994 and 1993, the weighted average discount rates and
long-term rates for compensation increases used for estimating the benefit
obligations and the expected rates of return on plan assets were as follows:

                                                               1994       1993
------------------------------------------------------------------------------
Assumed discount rates                                          8.8%       7.4%
Assumed rates for compensation increases                        5.1%       5.1%
Expected return on plan assets                                 10.1%       9.1%
==============================================================================

The pension plans' assets consist primarily of common stocks, bonds, cash
equivalents and interests in real estate investment funds. The funded status
for the company's combined plans at December 31, 1994 and 1993, was as follows:

                                                                    PLANS WITH
                                           PLANS WITH ASSETS       ACCUMULATED
                                                IN EXCESS OF          BENEFITS
                                                 ACCUMULATED      IN EXCESS OF
                                                    BENEFITS       PLAN ASSETS
                                           ----------------- -----------------
AT DECEMBER 31                                 1994     1993     1994     1993
------------------------------------------------------------------------------
Actuarial present value of:
  Vested benefit obligations                $(2,596) $(2,854)  $ (186)  $ (183)
==============================================================================
  Accumulated benefit obligations           $(2,680) $(2,949)  $ (194)  $ (194)
==============================================================================
  Projected benefit obligations             $(3,053) $(3,456)  $ (222)  $ (229)
Plan assets at fair values                    3,626    3,831        -        1
------------------------------------------------------------------------------
Plan assets greater (less) than
  projected benefit obligations                 573      375     (222)    (228)
Unrecognized net transition
  (assets) liabilities                         (294)    (349)      18       20
Unrecognized net (gains) losses                (178)      41       54       74
Unrecognized prior service costs                113       84        6        7
Minimum liability adjustment                      -        -      (80)     (52)
------------------------------------------------------------------------------
    Net pension cost prepaid (accrued)      $   214  $   151   $ (224)  $ (179)
==============================================================================

The net transition assets and liabilities generally are being amortized by the
straight-line method over 15 years.


PROFIT SHARING/SAVINGS PLAN AND SAVINGS PLUS PLAN. Eligible employees of the
company and certain of its subsidiaries who have completed one year of service
may participate in the Profit Sharing/Savings Plan and the Savings Plus Plan.
Charges to expense for the profit sharing part of the Profit Sharing/Savings
Plan and the Savings Plus Plan were $75, $95 and $84 in 1994, 1993 and 1992,
respectively.

EMPLOYEE STOCK OWNERSHIP PLAN (ESOP). In December 1989, the company established
an ESOP as part of the Profit Sharing/Savings Plan. The ESOP Trust Fund
borrowed $1,000 and purchased 28.2 million previously unissued shares of the
company's common stock. The ESOP provides a partial pre-funding of the
company's future commitments to the profit sharing part of the Plan, which will
result in annual income tax savings for the company. The ESOP is expected to
satisfy most of the company's obligations to the profit sharing part of the
Plan during the next 10 years.

                                  FS-27
<PAGE>
<PAGE>

NOTE 16. EMPLOYEE BENEFIT PLANS - Continued

As allowed by AICPA Statement of Position (SOP) 93-6, the company has elected
to continue its current practices which are based on SOP 76-3 and subsequent
consensuses of the Emerging Issues Task Force of the Financial Accounting
Standards Board. Accordingly, the debt of the ESOP is recorded as debt and
shares pledged as collateral are reported as deferred compensation in the
consolidated balance sheet and statement of stockholders' equity. The company
reports compensation expense equal to the ESOP debt principal repayments less
dividends received by the ESOP. Interest incurred on the ESOP debt is recorded
as interest expense. Dividends paid on ESOP shares are reflected as a reduction
of retained earnings. All ESOP shares are considered outstanding for
earnings-per-share computations.

The company recorded expense for the ESOP of $42, $60 and $50 in 1994, 1993 and
1992, respectively, including $71, $74 and $75 of interest expense related to
the ESOP debt. All dividends paid on the shares held by the ESOP are used to
service the ESOP debt. The dividends used were $50, $47 and $35 in 1994, 1993
and 1992, respectively.

The company made contributions to the ESOP of $63, $57 and $18 in 1994, 1993
and 1992, respectively, to satisfy ESOP debt service in excess of dividends
received by the ESOP. The ESOP shares were pledged as collateral for its debt.
Shares are released from a suspense account and allocated to profit sharing
accounts of plan participants, based on the debt service deemed to be paid in
the year in proportion to the total of current year and remaining debt service.
Compensation expense was $(10), $(17) and $(35) in 1994, 1993 and 1992,
respectively. The ESOP shares as of December 31 were as follows:

THOUSANDS                                                      1994       1993
------------------------------------------------------------------------------
Allocated shares                                              5,969      5,010
Unallocated shares                                           21,208     22,452
------------------------------------------------------------------------------
  Total ESOP shares                                          27,177     27,462
==============================================================================

MANAGEMENT INCENTIVE PLANS. The company has two incentive plans, the Management
Incentive Plan (MIP) and the Long-Term Incentive Plan (LTIP) for officers and
other regular salaried employees of the company and its subsidiaries who hold
positions of significant responsibility. The MIP makes outright distributions
of cash for services rendered or deferred awards in the form of stock units.
Awards under LTIP may take the form of, but are not limited to, stock options,
restricted stock, stock units and non-stock grants. Stock options become
exercisable not earlier than one year and not later than 10 years from the date
of grant.

The maximum number of shares of common stock that may be granted each year is 1
percent of the total outstanding shares of common stock as of January 1 of such
year. As of December 31, 1994, 5,845,260 shares were under option at exercise
prices ranging from $31.9375 to $43.875 per share. Stock option transactions
for 1994 and 1993 are as follows:

                                                                AT DECEMBER 31
                                                            ------------------
THOUSANDS OF SHARES                                            1994       1993
------------------------------------------------------------------------------
Outstanding January 1                                         4,303      3,934
  Granted                                                     1,770      1,413
  Exercised                                                    (140)    (1,019)
  Forfeited                                                     (88)       (25)
------------------------------------------------------------------------------
Outstanding December 31                                       5,845      4,303
------------------------------------------------------------------------------
Exercisable December 31                                       4,152      2,912
==============================================================================

Charges to expense for the combined management incentive plans were $31, $36
and $20 in 1994, 1993 and 1992, respectively.


OTHER BENEFIT PLANS. In addition to providing pension benefits, the company
makes contributions toward certain health care and life insurance plans for
active and qualifying retired employees. Substantially all employees in the
United States and in certain international locations may become eligible for
coverage under these benefit plans. The company's annual contributions for
medical and dental benefits are limited to the lesser of actual medical and
dental claims or a defined fixed per capita amount. Life insurance benefits are
paid by the company and annual contributions are based on actual plan
experience.

Non-pension postretirement benefits are funded by the company when incurred. A
reconciliation of the funded status of these benefit plans is as follows:

                           AT DECEMBER 31, 1994           AT DECEMBER 31, 1993
                     --------------------------     --------------------------
                      HEALTH     LIFE     TOTAL      HEALTH     LIFE     TOTAL
------------------------------------------------------------------------------
Accumulated
 postretirement
  benefit
   obligation (APBO)
    Retirees           $(480)   $(262)  $  (742)      $(593)   $(320)  $  (913)
    Fully eligible
     active
      participants      (120)     (57)     (177)       (139)     (64)     (203)
    Other active
      participants      (190)     (37)     (227)       (271)     (56)     (327)
------------------------------------------------------------------------------
Total APBO              (790)    (356)   (1,146)     (1,003)    (440)   (1,443)
Fair value
 of plan assets            -        -         -           -        -         -
------------------------------------------------------------------------------
APBO (greater) than
 plan assets            (790)    (356)   (1,146)     (1,003)    (440)   (1,443)
Unrecognized
 net (gain) loss        (195)     (66)     (261)         63       25        88
------------------------------------------------------------------------------
Accrued
 postretirement
  benefit costs        $(985)   $(422)  $(1,407)      $(940)   $(415)  $(1,355)
==============================================================================

                                  FS-28
<PAGE>
<PAGE>

NOTE 16. EMPLOYEE BENEFIT PLANS - Continued

The company's net postretirement benefits expense was as follows:

                                  1994                1993                1992
                     -----------------   -----------------   -----------------
                     HEALTH LIFE TOTAL   HEALTH LIFE TOTAL   HEALTH LIFE TOTAL
------------------------------------------------------------------------------
Cost of benefits
 earned during
  the year              $23  $ 4  $ 27      $23  $ 3  $ 26      $23  $ 4  $ 27
Interest cost on
 benefit obligation      71   31   102       76   30   106       70   30   100
------------------------------------------------------------------------------
Net post-retirement
 benefits expense       $94  $35  $129      $99  $33  $132      $93  $34  $127
==============================================================================

For measurement purposes, separate health care cost-trend rates were utilized
for pre-age 65 and post-age 65 retirees. The 1995 annual rates of increase were
assumed to be 4.0 percent and 4.3 percent, respectively, increasing to 8.5
percent and 7.7 percent in 1996 and gradually decreasing thereafter to the
average ultimate rates of 6.0 percent in 2000 for pre-age 65 and 5.0 percent in
2000 for post-age 65. An increase in the assumed health care cost-trend rates
of 1 percent in each year would increase the aggregate of service and interest
cost for the year 1994 by $13 and would increase the December 31, 1994
accumulated postretirement benefit obligation (APBO) by $105.

At December 31, 1994, the weighted average discount rate was 8.75 percent and
the assumed rate of compensation increase related to the measurement of the
life insurance benefit was 5.0 percent.


NOTE 17. OTHER CONTINGENT LIABILITIES AND COMMITMENTS The U.S. federal income
tax and California franchise tax liabilities of the company have been settled
through 1976 and 1987, respectively. For federal income tax purposes, all
issues other than the allocation of state income taxes and the creditability of
taxes paid to the Government of Indonesia have been resolved through 1987. The
Indonesia issue applies only to years after 1982. Settlement of open tax
matters is not expected to have a material effect on the consolidated net
assets or liquidity of the company and, in the opinion of management, adequate
provision has been made for income and franchise taxes for all years either
under examination or subject to future examination.

At December 31, 1994, the company and its subsidiaries, as direct or indirect
guarantors, had contingent liabilities of $249 for notes of affiliated
companies and $55 for notes of others.

The company and its subsidiaries have certain contingent liabilities with
respect to long-term unconditional purchase obligations and commitments,
throughput agreements and take-or-pay agreements, some of which relate to
suppliers' financing arrangements. The aggregate amount of required payments
under these various commitments are: 1995-$141; 1996-$137; 1997-$102; 1998-$89;
1999-$86; 2000 and after-$497. Total payments under the agreements were $154 in
1994, $142 in 1993 and $128 in 1992.

In March 1992, an agency within the Department of Energy (DOE) issued a
Proposed Remedial Order (PRO) claiming Chevron failed to comply with DOE
regulations in the course of its participation in the Tertiary Incentive
Program. Although the DOE regulations involved were rescinded in March 1981,
following decontrol of crude oil prices in January 1981, and the statute
authorizing the regulations expired in September 1981, the PRO purports to be
for the period April 1980 through April 1990. The PRO claimed the company
overrecouped under the regulations by $125 during the period in question.
Including interest through December 1994, the total claim amounted to $295. The
DOE is seeking to increase the claim by an additional $42, plus interest, of
alleged over-recovery. The company asserts that in fact it incurred a loss
through participation in the DOE program. Discovery has been completed and
evidentiary hearings are in progress before the Office of Hearings and Appeals.

The company is subject to loss contingencies pursuant to environmental laws and
regulations that in the future may require the company to take action to
correct or ameliorate the effects on the environment of prior disposal or
release of chemical or petroleum substances by the company or other parties.
Such contingencies may exist for various sites including, but not limited to:
Superfund sites and refineries, oil fields, service stations, terminals and
land development areas, whether operating, closed or sold. The amount of such
future cost is indeterminable due to such factors as the unknown magnitude of
possible contamination, the unknown timing and extent of the corrective actions
that may be required, the determination of the company's liability in
proportion to other responsible parties and the extent to which such costs are
recoverable from third parties. While the company provides for known
environmental obligations that are probable and reasonably estimable, the
amount of future costs may be material to results of operations in the period
in which they are recognized.

The company's operations, particularly oil and gas exploration and production,
can be affected by changing economic, regulatory and political environments in
the various countries, including the United States, in which it operates. In
certain locations, host governments have imposed restrictions, controls and
taxes, and, in others, political conditions have existed that may threaten the
safety of employees and the company's continued presence in those countries.
Internal unrest or strained relations between a host government and the company
or other governments may affect the company's operations. Those developments
have, at times, significantly affected the company's related operations and
results, and are carefully considered by management when evaluating the level
of current and future activity in such countries.

Areas in which the company has significant operations include the United
States, Australia, United Kingdom, Canada, Nigeria, Angola, Congo, Papua New
Guinea, China, Indonesia and Zaire. The company's Caltex affiliates have
significant operations in Indonesia, Japan, Korea, Australia, the Philippines,
Thailand and South Africa. The company's Tengizchevroil affiliate operates in
Kazakhstan.
                                  FS-29
<PAGE>
<PAGE>

SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES
Unaudited

In accordance with Statement of Financial Accounting Standards No. 69,
"Disclosures about Oil and Gas Producing Activities" (SFAS 69), this section
provides supplemental information on oil and gas exploration and producing
activities of the company in six separate tables. The first three tables
provide historical cost information pertaining to costs incurred in
exploration, property acquisitions and development; capitalized costs; and
results of operations. Tables IV through VI present information on the
company's estimated net proved reserve quantities, standardized measure of
estimated discounted future net cash flows related to proved reserves, and
changes in estimated discounted future net cash flows. The Africa geographic
area includes activities in Nigeria, Angola, Zaire, Congo and other countries.
The "Other" geographic category includes activities in Australia, the United
Kingdom North Sea, Canada, Papua New Guinea and other countries.  Amounts
shown for affiliated companies are Chevron's 50 percent equity share in each
of P.T. Caltex Pacific Indonesia (CPI), an exploration and production company
operating in Indonesia, and Tengizchevroil (TCO), an exploration and
production company operating in the Republic of Kazakhstan, which began
operations in April 1993.

TABLE I - COSTS INCURRED IN EXPLORATION,
          PROPERTY ACQUISITIONS AND DEVELOPMENT (1)

<TABLE>
<CAPTION>
                                                                   CONSOLIDATED COMPANIES    AFFILIATED COMPANIES
                                             --------------------------------------------    --------------------
MILLIONS OF DOLLARS                             U.S.       AFRICA       OTHER       TOTAL           CPI       TCO       WORLDWIDE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>          <C>       <C>         <C>          <C>          <C>
YEAR ENDED DECEMBER 31, 1994
Exploration
  Wells                                         $163         $ 48        $118      $  329          $  -      $  -          $  329
  Geological and geophysical                       5           29          38          72             9         -              81
  Rentals and other                               41            4          71         116             -         -             116
---------------------------------------------------------------------------------------------------------------------------------
  Total exploration                              209           81         227         517             9         -             526
---------------------------------------------------------------------------------------------------------------------------------
Property acquisitions (2)
  Proved (3)                                      95          145           4         244             -         -             244
  Unproved                                        28           19          21          68             -         -              68
---------------------------------------------------------------------------------------------------------------------------------
  Total property acquisitions                    123          164          25         312             -         -             312
---------------------------------------------------------------------------------------------------------------------------------
Development                                      416          276         503       1,195           140       173           1,508
---------------------------------------------------------------------------------------------------------------------------------
TOTAL COSTS INCURRED                            $748         $521        $755      $2,024          $149      $173          $2,346
=================================================================================================================================
YEAR ENDED DECEMBER 31, 1993
Exploration
  Wells                                         $123         $ 57        $126      $  306          $  1      $  -          $  307
  Geological and geophysical                      12           40          40          92             9         -             101
  Rentals and other                               48            7          70         125             -         -             125
---------------------------------------------------------------------------------------------------------------------------------
  Total exploration                              183          104         236         523            10         -             533
---------------------------------------------------------------------------------------------------------------------------------
Property acquisitions (2)
  Proved (3)                                      12            -          14          26             -       276             302
  Unproved                                        11            9          10          30             -       420             450
---------------------------------------------------------------------------------------------------------------------------------
  Total property acquisitions                     23            9          24          56             -       696             752
---------------------------------------------------------------------------------------------------------------------------------
Development                                      475          239         566       1,280           136        35           1,451
---------------------------------------------------------------------------------------------------------------------------------
Total Costs Incurred                            $681         $352        $826      $1,859          $146      $731          $2,736
=================================================================================================================================
YEAR ENDED DECEMBER 31, 1992
Exploration
  Wells                                         $ 96         $ 59        $ 83      $  238          $  1      $  -          $  239
  Geological and geophysical                      84           48         137         269             8         -             277
  Rentals and other                                9            1          21          31             -         -              31
---------------------------------------------------------------------------------------------------------------------------------
  Total exploration                              189          108         241         538             9         -             547
---------------------------------------------------------------------------------------------------------------------------------
Property acquisitions (2)
  Proved (3)                                      19            -          36          55             -         -              55
  Unproved                                        16            1          10          27             -         -              27
---------------------------------------------------------------------------------------------------------------------------------
  Total property acquisitions                     35            1          46          82             -         -              82
---------------------------------------------------------------------------------------------------------------------------------
Development                                      483          189         682       1,354           171         -           1,525
---------------------------------------------------------------------------------------------------------------------------------
Total Costs Incurred                            $707         $298        $969      $1,974          $180      $  -          $2,154
=================================================================================================================================
(1) INCLUDES COSTS INCURRED WHETHER CAPITALIZED OR CHARGED TO EARNINGS. EXCLUDES SUPPORT EQUIPMENT EXPENDITURES.
(2) PROVED AMOUNTS INCLUDE WELLS, EQUIPMENT AND FACILITIES ASSOCIATED WITH PROVED RESERVES; UNPROVED REPRESENTS AMOUNTS FOR
    EQUIPMENT AND FACILITIES NOT ASSOCIATED WITH THE PRODUCTION OF PROVED RESERVES.
(3) DOES NOT INCLUDE PROPERTIES ACQUIRED THROUGH PROPERTY EXCHANGES.

</TABLE>
                                  FS-30
<PAGE>
<PAGE>

SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES - Continued
Unaudited

TABLE II - CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES

<TABLE>
<CAPTION>
                                                                   CONSOLIDATED COMPANIES    AFFILIATED COMPANIES
                                             --------------------------------------------    --------------------
MILLIONS OF DOLLARS                             U.S.       AFRICA       OTHER       TOTAL           CPI       TCO       WORLDWIDE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>         <C>        <C>         <C>         <C>            <C>
AT DECEMBER 31, 1994
Unproved properties                          $   354       $   50      $  213     $   617        $    -    $  420         $ 1,037
Proved properties and
  related producing assets                    15,996        1,822       4,946      22,764           804       330          23,898
Support equipment                                755          133         302       1,190           456       180           1,826
Deferred exploratory wells                       145           44          68         257             -         -             257
Other uncompleted projects                       308          403       1,000       1,711           353       210           2,274
---------------------------------------------------------------------------------------------------------------------------------
  Gross capitalized costs                     17,558        2,452       6,529      26,539         1,613     1,140          29,292
---------------------------------------------------------------------------------------------------------------------------------
Unproved properties valuation                    230           23         109         362             -         -             362
Proved producing properties -
  Depreciation and depletion                  10,296          924       2,713      13,933           435         8          14,376
  Future abandonment and restoration           1,005          221         294       1,520            14         1           1,535
Support equipment depreciation                   359           60         157         576           250        16             842
---------------------------------------------------------------------------------------------------------------------------------
  Accumulated provisions                      11,890        1,228       3,273      16,391           699        25          17,115
---------------------------------------------------------------------------------------------------------------------------------
NET CAPITALIZED COSTS                        $ 5,668       $1,224      $3,256     $10,148        $  914    $1,115         $12,177
=================================================================================================================================
AT DECEMBER 31, 1993
Unproved properties                          $   404       $   31      $  206     $   641        $    -    $  420         $ 1,061
Proved properties and
  related producing assets                    15,655        1,528       4,646      21,829           694       311          22,834
Support equipment                                750          105         303       1,158           397       149           1,704
Deferred exploratory wells                       139           23          60         222             -         -             222
Other uncompleted projects                       269          296         879       1,444           398        68           1,910
---------------------------------------------------------------------------------------------------------------------------------
  Gross capitalized costs                     17,217        1,983       6,094      25,294         1,489       948          27,731
---------------------------------------------------------------------------------------------------------------------------------
Unproved properties valuation                    280           20         103         403             -         -             403
Proved producing properties -
  Depreciation and depletion                   9,645          799       2,467      12,911           384         2          13,297
  Future abandonment and restoration           1,002          195         276       1,473            12         1           1,486
Support equipment depreciation                   338           52         149         539           233         5             777
---------------------------------------------------------------------------------------------------------------------------------
  Accumulated provisions                      11,265        1,066       2,995      15,326           629         8          15,963
---------------------------------------------------------------------------------------------------------------------------------
Net Capitalized Costs                        $ 5,952       $  917      $3,099     $ 9,968        $  860    $  940         $11,768
=================================================================================================================================
AT DECEMBER 31, 1992
Unproved properties                          $   481       $   23      $  217     $   721        $    -    $    -         $   721
Proved properties and
  related producing assets                    15,682        1,358       4,087      21,127           622         -          21,749
Support equipment                                685           92         270       1,047           374         -           1,421
Deferred exploratory wells                       100           30          66         196             1         -             197
Other uncompleted projects                       443          203         910       1,556           368         -           1,924
---------------------------------------------------------------------------------------------------------------------------------
  Gross capitalized costs                     17,391        1,706       5,550      24,647         1,365         -          26,012
---------------------------------------------------------------------------------------------------------------------------------
Unproved properties valuation                    327           17         110         454             -         -             454
Proved producing properties -
  Depreciation and depletion                   9,276          700       2,225      12,201           335         -          12,536
  Future abandonment and restoration             967          168         226       1,361            13         -           1,374
Support equipment depreciation                   296           50         133         479           218         -             697
---------------------------------------------------------------------------------------------------------------------------------
  Accumulated provisions                      10,866          935       2,694      14,495           566         -          15,061
---------------------------------------------------------------------------------------------------------------------------------
Net Capitalized Costs                        $ 6,525       $  771      $2,856     $10,152        $  799    $    -         $10,951
=================================================================================================================================
</TABLE>
                                  FS-31
<PAGE>
<PAGE>

SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES - Continued
Unaudited

TABLE III - RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING ACTIVITIES (1)

The company's results of operations from oil and gas producing activities for
the years 1994, 1993 and 1992 are shown below.

Net income from exploration and production activities as reported on page FS-7
reflects income taxes computed on an effective rate basis. In accordance with
SFAS 69, income taxes below are based on statutory tax rates, reflecting
allowable deductions and tax credits. Results reported below exclude any
allocation of corporate overhead; net income for 1993 and 1992 reported on
page FS-7 includes allocated corporate overhead, but 1994 does not. Interest
expense is excluded from the results reported below and from the net income
amounts on page FS-7.

<TABLE>
<CAPTION>
                                                                   CONSOLIDATED COMPANIES    AFFILIATED COMPANIES
                                             --------------------------------------------    --------------------
MILLIONS OF DOLLARS                             U.S.       AFRICA       OTHER       TOTAL           CPI       TCO       WORLDWIDE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>        <C>         <C>         <C>          <C>          <C>
YEAR ENDED DECEMBER 31, 1994
Revenues from net production
  Sales                                       $1,484       $  353      $  736     $ 2,573         $  24      $ 86         $ 2,683
  Transfers                                    1,598          960         642       3,200           531         -           3,731
---------------------------------------------------------------------------------------------------------------------------------
    Total                                      3,082        1,313       1,378       5,773           555        86           6,414
Production expenses (2)                       (1,219)        (222)       (399)     (1,840)         (184)      (65)         (2,089)
Proved producing properties depreciation,
  depletion and abandonment provision           (885)        (153)       (326)     (1,364)          (53)      (17)         (1,434)
Exploration expenses                            (132)         (52)       (192)       (376)           (9)        -            (385)
Unproved properties valuation                    (21)          (3)        (15)        (39)            -         -             (39)
Other income (expense) (3)                        22          (50)        (21)        (49)          (26)       (8)            (83)
---------------------------------------------------------------------------------------------------------------------------------
  Results before income taxes                    847          833         425       2,105           283        (4)          2,384
Income tax expense                              (314)        (569)       (252)     (1,135)         (143)       (6)         (1,284)
---------------------------------------------------------------------------------------------------------------------------------
RESULTS OF PRODUCING OPERATIONS               $  533       $  264      $  173     $   970         $ 140      $(10)        $ 1,100
=================================================================================================================================
YEAR ENDED DECEMBER 31, 1993
Revenues from net production
  Sales                                       $1,539       $  247      $  779     $ 2,565         $  22      $ 41         $ 2,628
  Transfers                                    1,912        1,040         661       3,613           487         -           4,100
---------------------------------------------------------------------------------------------------------------------------------
    Total                                      3,451        1,287       1,440       6,178           509        41           6,728
Production expenses                           (1,274)        (208)       (402)     (1,884)         (161)      (43)         (2,088)
Proved producing properties depreciation,
  depletion and abandonment provision           (958)        (126)       (311)     (1,395)          (50)       (8)         (1,453)
Exploration expenses                             (99)         (79)       (174)       (352)           (9)        -            (361)
Unproved properties valuation                    (31)          (4)        (12)        (47)            -         -             (47)
Other income (expense) (3)                        20            -           8          28            (3)        9              34
---------------------------------------------------------------------------------------------------------------------------------
  Results before income taxes                  1,109          870         549       2,528           286        (1)          2,813
Income tax expense                              (422)        (625)       (243)     (1,290)         (152)        -          (1,442)
---------------------------------------------------------------------------------------------------------------------------------
Results of Producing Operations               $  687       $  245      $  306     $ 1,238         $ 134      $ (1)        $ 1,371
=================================================================================================================================
YEAR ENDED DECEMBER 31, 1992
Revenues from net production
  Sales                                       $1,558       $  365      $  816     $ 2,739         $  19      $  -         $ 2,758
  Transfers                                    2,301        1,097         580       3,978           519         -           4,497
---------------------------------------------------------------------------------------------------------------------------------
    Total                                      3,859        1,462       1,396       6,717           538         -           7,255
Production expenses                           (1,477)        (194)       (508)     (2,179)         (153)        -          (2,332)
Proved producing properties depreciation,
  depletion and abandonment provision         (1,126)        (110)       (301)     (1,537)          (38)        -          (1,575)
Exploration expenses                            (182)         (79)       (226)       (487)           (8)        -            (495)
Unproved properties valuation                    (38)          (5)        (17)        (60)            -         -             (60)
Other income (expense) (3)                       431           27          72         530           (15)        -             515
---------------------------------------------------------------------------------------------------------------------------------
  Results before income taxes                  1,467        1,101         416       2,984           324         -           3,308
Income tax expense                              (420)        (856)       (231)     (1,507)         (170)        -          (1,677)
---------------------------------------------------------------------------------------------------------------------------------
Results of Producing Operations               $1,047       $  245      $  185     $ 1,477         $ 154      $  -         $ 1,631
=================================================================================================================================

</TABLE>

                                  FS-32
<PAGE>
<PAGE>

SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES - Continued
Unaudited

TABLE III - RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING
            ACTIVITIES (1) - Continued

<TABLE>
<CAPTION>
                                                                   CONSOLIDATED COMPANIES    AFFILIATED COMPANIES
PER UNIT AVERAGE SALES PRICE AND             --------------------------------------------    --------------------
  PRODUCTION COST (1),(4)                       U.S.       AFRICA       OTHER       TOTAL           CPI       TCO       WORLDWIDE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>         <C>         <C>        <C>          <C>           <C>
YEAR ENDED DECEMBER 31, 1994
  Average sales prices
    Liquids, per barrel                       $13.55       $15.16      $14.16      $14.18        $12.65    $10.54          $13.90
    Natural gas, per thousand cubic feet        1.76            -        1.83        1.78             -       .56            1.76
  Average production costs, per barrel          4.81         2.57        3.79        4.13          4.19      7.13            4.19
=================================================================================================================================
YEAR ENDED DECEMBER 31, 1993
  Average sales prices
    Liquids, per barrel                       $14.48       $16.21      $16.06      $15.33        $13.29    $10.74          $15.05
    Natural gas, per thousand cubic feet        1.98            -        2.08        2.00             -       .13            1.99
  Average production costs, per barrel          4.91         2.62        4.22        4.34          4.19      9.82            4.38
=================================================================================================================================
YEAR ENDED DECEMBER 31, 1992
  Average sales prices
    Liquids, per barrel                       $16.02       $18.40      $17.66      $17.00        $14.87    $    -          $16.77
    Natural gas, per thousand cubic feet        1.69            -        1.96        1.73             -         -            1.73
  Average production costs, per barrel          5.11         2.44        5.85        4.78          4.23         -            4.74
=================================================================================================================================
Average sales price for liquids ($/bbl.)
  DECEMBER 1994                               $13.80       $15.20      $14.35      $14.36        $13.10    $10.54          $14.12
  December 1993                                10.73        12.94       13.63       12.05         10.72      8.58           11.82
  December 1992                                15.22        17.60       17.26       16.35         14.15         -           16.07
=================================================================================================================================
Average sales price for natural gas ($/MCF)
  DECEMBER 1994                               $ 1.62       $    -      $ 1.73      $ 1.64        $    -    $  .57          $ 1.63
  December 1993                                 2.19            -        2.34        2.21             -       .26            2.20
  December 1992                                 2.17            -        1.99        2.14             -         -            2.14
=================================================================================================================================
(1) THE VALUE OF OWNED PRODUCTION CONSUMED AS FUEL HAS BEEN ELIMINATED FROM REVENUES AND PRODUCTION EXPENSES, AND THE RELATED
    VOLUMES HAVE BEEN DEDUCTED FROM NET PRODUCTION IN CALCULATING THE PER UNIT AVERAGE SALES PRICE AND PRODUCTION COST. THIS HAS
    NO EFFECT ON THE AMOUNT OF RESULTS OF PRODUCING OPERATIONS.
(2) PRODUCTION EXPENSE IN THE U.S. IN 1994 INCLUDES $13 FOR COSTS THAT IN PRIOR YEARS WERE CONSIDERED CORPORATE OVERHEAD AND
    EXCLUDED FROM THE RESULTS OF PRODUCING OPERATIONS.
(3) INCLUDES GAS-PROCESSING FEES, NET SULFUR INCOME, NATURAL GAS CONTRACT SETTLEMENTS, CURRENCY TRANSACTION GAINS AND LOSSES,
    MISCELLANEOUS EXPENSES, ETC. IN 1994, THE UNITED STATES INCLUDES BEFORE-TAX NET CHARGES OF $97 RELATING TO ENVIRONMENTAL
    CLEANUP PROVISIONS, LITIGATION AND REGULATORY SETTLEMENTS AND AN INSURANCE RECOVERY. IN 1993, THE UNITED STATES INCLUDES
    BEFORE-TAX LOSSES ON PROPERTY DISPOSITIONS AND OTHER SPECIAL CHARGES TOTALING $150. IN 1992, BEFORE-TAX GAINS ON PROPERTY
    DISPOSITIONS OF $326 IN THE UNITED STATES WERE OFFSET PARTIALLY BY NET CHARGES OF $44 FOR SEVERANCE PROGRAMS, REGULATORY
    ISSUES AND OTHER ADJUSTMENTS; OTHER INCLUDES $192 OF BEFORE-TAX GAINS ON SALES OF PRODUCING AND NONPRODUCING PROPERTIES,
    PARTIALLY OFFSET BY A BEFORE-TAX CHARGE OF $165 FOR THE WRITE-DOWN OF BEAUFORT SEA PROPERTIES.
(4) NATURAL GAS CONVERTED TO CRUDE OIL EQUIVALENT GAS (OEG) BARRELS AT A RATE OF 6 MCF=1 OEG BARREL.

</TABLE>

TABLE IV - RESERVE QUANTITIES INFORMATION

The company's estimated net proved underground oil and gas reserves and changes
thereto for the years 1994, 1993 and 1992 are shown in the following table.
These quantities are estimated by the company's reserves engineers and reviewed
by the company's Reserves Advisory Committee using reserve definitions
prescribed by the Securities and Exchange Commission.

Proved reserves are the estimated quantities that geologic and engineering data
demonstrate with reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating conditions. Due to the
inherent uncertainties and the limited nature of reservoir data, estimates of
underground reserves are subject to change over time as additional information
becomes available.

Proved reserves do not include additional quantities recoverable beyond the
term of lease or contract unless renewal is reasonably certain, or that may
result from extensions of currently proved areas, or from application of
secondary or tertiary recovery processes not yet tested and determined to be
economic.

Proved developed reserves are the quantities expected to be recovered through
existing wells with existing equipment and operating methods.

"Net" reserves exclude royalties and interests owned by others and reflect
contractual arrangements and royalty obligations in effect at the time of the
estimate.

Proved reserves for Tengizchevroil (TCO), the company's 50 percent owned
affiliate in Kazakhstan, do not include reserves that will be produced when a
dedicated export system is in place.

                                  FS-33
<PAGE>
<PAGE>

SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES - Continued
Unaudited

TABLE IV - RESERVE QUANTITIES INFORMATION - Continued

<TABLE>
<CAPTION>

                        NET PROVED RESERVES OF CRUDE OIL, CONDENSATE          NET PROVED RESERVES OF NATURAL GAS
                        AND NATURAL GAS LIQUIDS         MILLIONS OF BARRELS                                BILLIONS OF CUBIC FEET
                        ---------------------------------------------------   --------------------------------------------------- 
                             CONSOLIDATED COMPANIES    AFFILIATES                  CONSOLIDATED COMPANIES    AFFILIATES
                        --------------------------- -------------    WORLD-  ----------------------------- -------------    WORLD-
                          U.S. AFRICA  OTHER   TOTAL   CPI    TCO     WIDE     U.S. AFRICA   OTHER   TOTAL    CPI    TCO     WIDE 
---------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>    <C>     <C>    <C>    <C>   <C>      <C>       <C>    <C>     <C>   <C>      <C>    <C>     <C>
RESERVES AT
JANUARY 1, 1992          1,568    636    501   2,705   451      -    3,156    6,569      -   2,680   9,249    150     -     9,399
Changes attributable to:
  Revisions                 38     19     24      81    34      -      115      255      -     (11)    244     17     -       261
  Improved recovery         23     12      2      37   198      -      235        1      -       -       1      3     -         4
  Extensions and
    discoveries             22     27     21      70     2      -       72      346      -      19     365      -     -       365
  Purchases (1)              4      -      8      12     -      -       12       14      -      65      79      -     -        79
  Sales (2)               (129)     -    (20)   (149)    -      -     (149)    (839)     -     (78)   (917)     -     -      (917)
Production                (158)   (79)   (64)   (301)  (44)     -     (345)    (847)     -    (157) (1,004)   (12)    -    (1,016)
---------------------------------------------------------------------------------------------------------------------------------
RESERVES AT
DECEMBER 31, 1992        1,368    615    472   2,455   641      -    3,096    5,499      -   2,518   8,017    158      -    8,175
Changes attributable to:
  Revisions                (36)    42     (2)      4    53      -       57      383      -    (142)    241     (4)     1      238
  Improved recovery         74      -     25      99    21      -      120        7      -       -       7      2      -        9
  Extensions and
    discoveries             24    105     18     147     2      -      149      349      -      44     393      -      -      393
  Purchases (1)             10      -     18      28     -  1,106    1,134       24      -       9      33      -  1,533    1,566
  Sales (2)                (17)     -     (7)    (24)    -      -      (24)     (27)     -     (21)    (48)     -      -      (48)
Production                (144)   (80)   (71)   (295)  (48)    (4)    (347)    (751)     -    (151)   (902)   (14)    (6)    (922)
---------------------------------------------------------------------------------------------------------------------------------
RESERVES AT
DECEMBER 31, 1993        1,279    682    453   2,414   669  1,102    4,185    5,484      -   2,257   7,741    142  1,528    9,411
Changes attributable to:
  Revisions                  1     30     10      41   (19)     1       23      283      -     (11)    272     (6)     2      268
  Improved recovery         22     18     36      76     9      -       85        5      -       7      12      -      -       12
  Extensions and
    discoveries             35     85     46     166     -      -      166      533      -     675   1,208     26      -    1,234
  Purchases (1)              1     76      -      77     -      -       77       55      -       1      56      -      -       56
  Sales (2)                 (4)     -     (3)     (7)    -      -       (7)     (23)     -     (31)    (54)     -      -      (54)
Production                (134)   (87)   (77)   (298)  (56)    (8)    (362)    (761)     -    (176)   (937)   (11)   (12)    (960)
---------------------------------------------------------------------------------------------------------------------------------
RESERVES AT
DECEMBER 31, 1994        1,200    804    465   2,469   603  1,095    4,167    5,576      -   2,722   8,298    151  1,518    9,967
=================================================================================================================================
Developed reserves
---------------------------------------------------------------------------------------------------------------------------------
  At January 1, 1992     1,421    524    313   2,258   338      -    2,596    5,971      -   2,006   7,977    135      -    8,112
  At December 31, 1992   1,251    498    315   2,064   368      -    2,432    4,812      -   1,845   6,657    150      -    6,807
  At December 31, 1993   1,151    503    310   1,964   511    421    2,896    4,863      -   1,647   6,510    130    584    7,224
  AT DECEMBER 31, 1994   1,097    546    293   1,936   499    414    2,849    4,919      -   1,508   6,427    135    574    7,136
=================================================================================================================================
(1) INCLUDES RESERVES ACQUIRED THROUGH PROPERTY EXCHANGES.
(2) INCLUDES RESERVES DISPOSED OF THROUGH PROPERTY EXCHANGES, INCLUDING, IN 1992 IN THE UNITED STATES, THE EXCHANGE OF AN OIL
    AND GAS SUBSIDIARY FOR 31,500,000 SHARES OF CHEVRON COMMON STOCK OWNED BY A STOCKHOLDER.

</TABLE>


TABLE V - STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATED TO
          PROVED OIL AND GAS RESERVES

The standardized measure of discounted future net cash flows, related to the
above proved oil and gas reserves, is calculated in accordance with the
requirements of SFAS 69. Estimated future cash inflows from production are
computed by applying year-end prices for oil and gas to year-end quantities of
estimated net proved reserves. Future price changes are limited to those
provided by contractual arrangements in existence at the end of each reporting
year. Future development and production costs are those estimated future
expenditures necessary to develop and produce year-end estimated proved
reserves based on year-end cost indices, assuming continuation of year-end
economic conditions. Estimated future income taxes are calculated by applying
appropriate year-end statutory tax rates. These rates reflect allowable
deductions and tax credits and are applied to estimated future pre-tax net
cash flows, less the tax basis of related assets. Discounted future net cash
flows are calculated using 10 percent midperiod discount factors. This
discounting requires a year-by-year estimate of when the future expenditures
will be incurred and when the reserves will be produced.

The information provided does not represent management's estimate of the
company's expected future cash flows or value of proved oil and gas reserves.
Estimates of proved reserve quantities are imprecise and change over time as
new information becomes available. Moreover, probable and possible reserves,
which may become proved in the future, are excluded from the calculations. The
arbitrary valuation prescribed under SFAS 69 requires assumptions as to the
timing of future production from proved reserves and the timing and amount of
future development and production costs. The calculations are made as of
December 31 each year and should not be relied upon as an indication of the
company's future cash flows or value of its oil and gas reserves.

                                  FS-34
<PAGE>
<PAGE>

SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES - Continued
Unaudited

TABLE V - STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATED
          TO PROVED OIL AND GAS RESERVES - Continued
<TABLE>
<CAPTION>
                                                                   CONSOLIDATED COMPANIES    AFFILIATED COMPANIES
                                            ---------------------------------------------    --------------------
MILLIONS OF DOLLARS                             U.S.       AFRICA       OTHER       TOTAL           CPI       TCO       WORLDWIDE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>         <C>         <C>        <C>          <C>          <C>
AT DECEMBER 31, 1994
Future cash inflows from production          $26,030      $12,230     $12,450     $50,710       $ 9,160   $14,080         $73,950
Future production and development costs      (13,540)      (4,060)     (5,450)    (23,050)       (6,050)   (8,020)        (37,120)
Future income taxes                           (3,950)      (5,000)     (2,410)    (11,360)       (1,570)   (2,090)        (15,020)
---------------------------------------------------------------------------------------------------------------------------------
Undiscounted future net cash flows             8,540        3,170       4,590      16,300         1,540     3,970          21,810
10 percent midyear annual discount for
  timing of estimated cash flows              (3,490)      (1,220)     (1,870)     (6,580)         (660)   (2,950)        (10,190)
---------------------------------------------------------------------------------------------------------------------------------
STANDARDIZED MEASURE OF DISCOUNTED
FUTURE NET CASH FLOWS                        $ 5,050      $ 1,950     $ 2,720     $ 9,720       $   880   $ 1,020         $11,620
=================================================================================================================================
AT DECEMBER 31, 1993
Future cash inflows from production          $24,990       $8,680     $10,590     $44,260       $ 8,490   $11,170         $63,920
Future production and development costs      (13,510)      (3,640)     (4,740)    (21,890)       (5,660)   (8,240)        (35,790)
Future income taxes                           (3,490)      (3,020)     (1,660)     (8,170)       (1,380)     (900)        (10,450)
---------------------------------------------------------------------------------------------------------------------------------
Undiscounted future net cash flows             7,990        2,020       4,190      14,200         1,450     2,030          17,680
10 percent midyear annual discount for
  timing of estimated cash flows              (3,400)        (700)     (1,500)     (5,600)         (650)   (1,690)         (7,940)
---------------------------------------------------------------------------------------------------------------------------------
Standardized Measure of Discounted
Future Net Cash Flows                        $ 4,590      $ 1,320     $ 2,690     $ 8,600       $   800    $  340         $ 9,740
=================================================================================================================================
AT DECEMBER 31, 1992
Future cash inflows from production          $32,820      $10,770     $13,910     $57,500       $10,820    $    -         $68,320
Future production and development costs      (15,240)      (2,280)     (5,670)    (23,190)       (6,870)        -         (30,060)
Future income taxes                           (5,420)      (4,020)     (2,420)    (11,860)       (2,010)        -         (13,870)
---------------------------------------------------------------------------------------------------------------------------------
Undiscounted future net cash flows            12,160        4,470       5,820      22,450         1,940         -          24,390
10 percent midyear annual discount for
  timing of estimated cash flows              (5,450)      (1,560)     (2,700)     (9,710)         (930)        -         (10,640)
---------------------------------------------------------------------------------------------------------------------------------
Standardized Measure of Discounted
Future Net Cash Flows                        $ 6,710      $ 2,910     $ 3,120     $12,740       $ 1,010    $    -         $13,750
=================================================================================================================================

</TABLE>

TABLE VI - CHANGES IN THE STANDARDIZED MEASURE OF DISCOUNTED FUTURE
           NET CASH FLOWS FROM PROVED RESERVES
<TABLE>
<CAPTION>
                                               CONSOLIDATED COMPANIES          AFFILIATED COMPANIES                     WORLDWIDE
                                         ----------------------------  ----------------------------  ----------------------------
MILLIONS OF DOLLARS                          1994      1993      1992      1994      1993      1992      1994      1993      1992
---------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>       <C>       <C>       <C>        <C>       <C>      <C>       <C>       <C> 
PRESENT VALUE AT JANUARY 1                $ 8,600   $12,740   $10,300    $1,140    $1,010    $1,110   $ 9,740   $13,750   $11,410
---------------------------------------------------------------------------------------------------------------------------------
Sales and transfers of oil and gas
  produced, net of production costs        (3,933)   (4,294)   (4,538)     (392)     (346)     (385)   (4,325)   (4,640)   (4,923)
Development costs incurred                  1,195     1,280     1,354       313       171       171     1,508     1,451     1,525
Purchases of reserves                         305        30        89         -       436         -       305       466        89
Sales of reserves                             (54)      (72)   (1,723)        -         -         -       (54)      (72)   (1,723)
Extensions, discoveries and improved
  recovery, less related costs              1,775       922       912        (3)        5       810     1,772       927     1,722
Revisions of previous quantity estimates    1,064     1,210     1,217      (377)      560      (817)      687     1,770       400
Net changes in prices, development
  and production costs                      1,317    (6,602)    2,633     1,384    (1,123)     (401)    2,701    (7,725)    2,232
Accretion of discount                       1,233     1,775     1,641       206       205       239     1,439     1,980     1,880
Net change in income tax                   (1,782)    1,611       855      (371)      222       283    (2,153)    1,833     1,138
---------------------------------------------------------------------------------------------------------------------------------
  Net change for the year                   1,120    (4,140)    2,440       760       130      (100)    1,880    (4,010)    2,340
---------------------------------------------------------------------------------------------------------------------------------
PRESENT VALUE AT DECEMBER 31              $ 9,720   $ 8,600   $12,740    $1,900    $1,140    $1,010   $11,620   $ 9,740   $13,750
=================================================================================================================================

</TABLE>

The changes in present values between years, which can be significant, reflect
changes in estimated proved reserve quantities and prices and assumptions used
in forecasting production volumes and costs. Changes in the timing of
production are included with "Revisions of previous quantity estimates." The
increase for 1994 reflected higher crude oil prices and natural gas reserve
quantity increases, partially offset by lower natural gas prices. The decline
from 1992 to 1993 was due primarily to lower crude oil prices.

                                  FS-35
<PAGE>
<PAGE>

FIVE-YEAR FINANCIAL SUMMARY (1)

<TABLE>
<CAPTION>

MILLIONS OF DOLLARS, EXCEPT PER-SHARE AMOUNTS               1994          1993          1992          1991          1990
------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>           <C>           <C>           <C>
CONSOLIDATED STATEMENT OF INCOME DATA
REVENUES
Sales and other operating revenues
  Refined products                                       $14,328       $16,089       $16,821       $16,794       $19,385
  Crude oil                                                8,249         8,501        10,031        10,276        11,303
  Natural gas                                              2,138         2,156         1,995         1,869         2,056
  Natural gas liquids                                      1,180         1,235         1,190         1,165         1,305
  Other petroleum                                            944           967           927           812           769
  Chemicals                                                3,065         2,708         2,872         3,098         3,325
  Coal and other minerals                                    416           447           397           427           443
  Excise taxes                                             4,790         4,068         3,964         3,659         2,933
  Corporate and other                                         20            20            15            18            21
------------------------------------------------------------------------------------------------------------------------
Total sales and other operating revenues                  35,130        36,191        38,212        38,118        41,540
Equity in net income of affiliated companies                 440           440           406           491           371
Other income                                                 284           451         1,059           334           655
------------------------------------------------------------------------------------------------------------------------
TOTAL REVENUES                                            35,854        37,082        39,677        38,943        42,566
COSTS, OTHER DEDUCTIONS AND INCOME TAXES                  34,161        35,817        37,467        37,650        40,409
------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE CUMULATIVE EFFECT OF
  CHANGES IN ACCOUNTING PRINCIPLES                       $ 1,693       $ 1,265       $ 2,210       $ 1,293       $ 2,157
CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES          -             -          (641)            -             -
------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                        $ 1,693       $ 1,265       $ 1,569       $ 1,293       $ 2,157
========================================================================================================================
PER SHARE OF COMMON STOCK:
  INCOME BEFORE CUMULATIVE EFFECT OF
   CHANGES IN ACCOUNTING PRINCIPLES                        $2.60         $1.94         $3.26         $1.85         $3.05
CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES          -             -         (0.95)            -             -
========================================================================================================================
NET INCOME (LOSS) PER SHARE OF COMMON STOCK                $2.60         $1.94         $2.31         $1.85         $3.05
========================================================================================================================
CASH DIVIDENDS PER SHARE                                   $1.85         $1.75         $1.65         $1.625        $1.475
========================================================================================================================
CONSOLIDATED BALANCE SHEET DATA (YEAR-END)
Current assets                                           $ 7,591       $ 8,682       $ 8,722       $ 9,031       $10,089
Properties, plant and equipment (net)                     22,173        21,865        22,188        22,850        22,726 
Total assets                                              34,407        34,736        33,970        34,636        35,089
Short-term debt                                            4,014         3,456         2,888         1,706            59
Other current liabilities                                  5,378         7,150         6,947         7,774         8,958
Long-term debt and capital lease obligations               4,128         4,082         4,953         5,991         6,710
Stockholders' equity                                      14,596        13,997        13,728        14,739        14,836
  Per share                                               $22.40        $21.49        $21.11        $21.25        $21.15
========================================================================================================================
SELECTED DATA
Return on average stockholders' equity                      11.8%          9.1%         11.0%          8.7%         15.0%
Return on average capital employed                           8.7%          6.8%          8.5%          7.5%         11.9%
Total debt/total debt plus equity                           35.8%         35.0%         36.4%         34.3%         31.3%
Capital and exploratory expenditures (2)                  $4,819        $4,440        $4,423        $4,787        $4,269
Common stock price - High                               $49 3/16     $49   3/8     $37 11/16      $40 1/16     $40 13/16
Common stock price - Low                                $39  7/8     $33 11/16     $30  1/16      $31  3/4     $31  9/16
Common stock price - Year-end                           $44  5/8     $43  9/16     $34   3/4      $34  1/2     $36  5/16
Common shares outstanding at year-end (in thousands)     651,751       651,478       650,348       693,444       701,600
Weighted average shares outstanding
  for the year (in thousands)                            651,672       650,958       677,955       700,348       706,926
Number of employees at year-end                           45,758        47,576        49,245        55,123        54,208
========================================================================================================================
(1) COMPARABILITY BETWEEN YEARS IS AFFECTED BY CHANGES IN ACCOUNTING METHODS:1992 AND SUBSEQUENT YEARS REFLECT ADOPTION
    OF STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS (SFAS) NO. 106, "EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS
    OTHER THAN PENSIONS" AND SFAS NO. 109, "ACCOUNTING FOR INCOME TAXES"; 1990 THROUGH 1991 REFLECT THE ADOPTION OF
    SFAS NO. 96, "ACCOUNTING FOR INCOME TAXES." SHARE AND PER-SHARE AMOUNTS FOR ALL YEARS REFLECT THE TWO-FOR-ONE STOCK
    SPLIT IN MAY 1994.
(2) INCLUDES EQUITY IN AFFILIATES' EXPENDITURES.            $846          $701          $621          $498          $433

</TABLE>

                                  FS-36
<PAGE>
<PAGE>













                           CALTEX GROUP OF COMPANIES
                         COMBINED FINANCIAL STATEMENTS



                               DECEMBER 31, 1994




                                      C-1
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES
                         COMBINED FINANCIAL STATEMENTS
                               DECEMBER 31, 1994

                                    INDEX


                                                                PAGE
                                                           -------------

General Information                                          C-3 to C-4

Independent Auditors' Report                                    C-5

Combined Balance Sheet                                       C-6 to C-7

Combined Statement of Income                                    C-8

Combined Statement of Retained Earnings                         C-9

Combined Statement of Cash Flows                                C-9

Notes to Combined Financial Statements                      C-10 to C-20


Note: Financial statement schedules are omitted as permitted by Rule 4.03 and
      Rule 5.04 of Regulation S-X.


                                      C-2
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES
                              GENERAL INFORMATION


The Caltex Group of Companies (Group) is jointly owned 50% each by Chevron
Corporation and Texaco Inc.  The private joint venture was created in Bahrain
in 1936 by its two owners to produce, transport, refine and market crude oil
and refined products.  The Group is comprised of the following companies:

-   Caltex Petroleum Corporation, a company incorporated in Delaware, that
    through its many subsidiaries and affiliates, conducts refining, marketing
    and transporting activities in the Eastern Hemisphere;

-   P. T. Caltex Pacific Indonesia, an exploration and production company
    incorporated and operating in Indonesia;

-   American Overseas Petroleum Limited, a company incorporated in the Bahamas,
    that, through its subsidiaries, manages certain exploration and production
    operations in Indonesia in which Chevron and Texaco have interests, but not
    necessarily jointly or in the same properties.

A brief description of each company's operations and the Group's environmental
activities follows:


Caltex Petroleum Corporation (Caltex)
-------------------------------------

Through its subsidiaries and affiliates, Caltex operates in 61 countries with
some of the highest economic and petroleum growth rates in the world,
principally in Africa, Asia, the Middle East, New Zealand and Australia. 
Certain refining and marketing operations are conducted through joint ventures,
with equity interests in 14 refineries in 11 countries.  Caltex' share of
refinery inputs approximated 920,000 barrels per day in 1994.  Caltex continues
to improve its refineries with investments designed to provide higher yields
and meet environmental regulations.  Construction of a new 130,000 barrels per
day refinery in Thailand is progressing with completion anticipated in 1996. 
At year end 1994, Caltex had over 8,000 employees, of which about 3% were
located in the United States.

With a strong presence in its principal operating areas, Caltex has an average
market share of 17.4% with refined product sales of approximately 1.3 million
barrels per day in 1994.  Caltex built 119 new branded retail outlets during
1994 and refurbished 177 existing locations in its aim to upgrade its retail
distribution network.

Caltex conducts international crude oil and refined product logistics and
trading operations from a subsidiary in Singapore.  Other offices are located
in London, Dallas, Capetown, Bahrain and Tokyo.  The company has an interest in
a fleet of vessels and owns or has equity interests in numerous pipelines,
terminals and depots.  Currently, Caltex is active in the petrochemical
business, particularly in Japan and South Korea.

P. T. Caltex Pacific Indonesia (CPI)
------------------------------------

CPI holds a Production Sharing Contract in Central Sumatra for which the
Indonesian government granted an extension to the year 2021 during 1992.  CPI
also acts as operator for four other petroleum contract areas in Sumatra, which
are jointly held by Chevron and Texaco.  Exploration is pursued through an area
comprising 2.446 million acres with production established in the giant Minas
and Duri fields, along with more than 80 smaller fields.  Gross production from
fields operated by CPI for 1994 was 718,000 barrels per day.  CPI entitlements
are sold to its shareholders, who use it in their systems or sell it to third
parties.  At year end 1994, CPI had over 6,400 employees, all located in
Indonesia.

                                      C-3
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES
                              GENERAL INFORMATION


American Overseas Petroleum Limited (AOPL)
------------------------------------------

In addition to coordinating the CPI activities, AOPL, through its subsidiary
Amoseas Indonesia Inc., manages Texaco's and Chevron's undivided interest
holdings which include ten contract areas in Indonesia, excluding Sumatra.  Oil
production is currently established in two contract areas, while exploration
was being pursued in seven others.  Before year end 1994, two of those seven
exploration areas had been relinquished.  The remaining area is in Darajat,
West Java, which contains geothermal reserves sufficient to supply a 55-
megawatt power generating plant for over 30 years.  Production of the
geothermal reserves began in 1994 and amounted to 62,185,795 KWH.  AOPL's 1994
share of crude oil production amounted to 18,600 barrels per day.  At year end,
AOPL had 254 employees, of which about 13% were located in the United States.

Environmental Activities
------------------------

The Group's activities are subject to environmental, health and safety
regulations in each of the countries in which it operates.  Such regulations
vary significantly in degree of scope, standards and enforcement.  The Group's
policy is to comply with all applicable environmental, health and safety laws
and regulations.  The Group has an active program to ensure its environmental
standards are maintained, which includes closely monitoring applicable
statutory and regulatory requirements, as well as enforcement policies, in each
of the countries in which it operates, and conducting periodic environmental
compliance audits.  At December 31, 1994, the Group had accrued $12 million for
various remediation activities.  The environmental guidelines and definitions
promulgated by the American Petroleum Institute provide the basis for reporting
the Group's expenditures.  For the year ended December 31, 1994, the Group,
including its equity share of nonsubsidiary companies, incurred capital costs
of $233 million and nonremediation related operating expenses of $132 million. 
The major component of the Group's expenditures is for the prevention of air
pollution. In addition, as of December 31, 1994, reserves relative to the
future cost of restoring and abandoning existing oil and gas properties were
$27 million. Based upon existing statutory and regulatory requirements,
investment and operating plans and known exposures, the Group believes
environmental expenditures will not materially affect its liquidity, financial
position or results of operations.


                                      C-4
<PAGE>
<PAGE>

                           INDEPENDENT AUDITORS' REPORT
                           ----------------------------


TO THE STOCKHOLDERS
THE CALTEX GROUP OF COMPANIES:

We have audited the accompanying combined balance sheets of the Caltex Group of
Companies as of December 31, 1994 and 1993, and the related combined statements
of income, retained earnings, and cash flows for each of the years in the
three-year period ended December 31, 1994.  These combined financial statements

are the responsibility of the Group's management.  Our responsibility is to
express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the Caltex Group of
Companies as of December 31, 1994 and 1993 and the results of its operations
and its cash flows for each of the years in the three-year period ended
December 31, 1994, in conformity with generally accepted accounting principles.

As discussed in Note 2 to the combined financial statements, effective January
1, 1992, the Group adopted the provisions of the Financial Accounting Standards
Board's Statements of Financial Accounting Standards (SFAS) No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions" and No.
109, "Accounting for Income Taxes."  As discussed in Note 2, effective January
1, 1994, the Group adopted the provisions of the Financial Accounting Standards
Board's SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities."




/s/  KPMG Peat Marwick LLP

Dallas, Texas
February 14, 1995




                                      C-5<PAGE>
<PAGE>
                            CALTEX GROUP OF COMPANIES
              COMBINED BALANCE SHEET - DECEMBER 31, 1994 AND 1993
                             (MILLIONS OF DOLLARS)

                                    ASSETS


                                                               1994       1993
                                                            -------    -------
CURRENT ASSETS:

  Cash and cash equivalents (including time
    deposits of $136 in 1994 and $64 in 1993)                $  251     $  166

  Notes and accounts receivable, less allowance for
    doubtful accounts of $14 in 1994 and 1993:
      Trade                                                   1,107        950
      Other                                                     187        155
      Nonsubsidiary companies                                    88        112
                                                            -------    -------
                                                              1,382      1,217
  Inventories:
    Crude oil                                                   132        148
    Refined products                                            573        532
    Materials and supplies                                       73         56
                                                            -------    -------
                                                                778        736

  Deferred income taxes                                          10          4
                                                            -------    -------
        Total current assets                                  2,421      2,123

INVESTMENTS AND ADVANCES:

  Nonsubsidiary companies at equity                           2,370      1,796
  Miscellaneous investments and long-term receivables,
    less allowance of $8 in 1994 and $7 in 1993                 198        195
                                                            -------    -------
                                                              2,568      1,991

PROPERTY, PLANT AND EQUIPMENT, AT COST:

  Producing                                                   3,284      3,027
  Refining                                                    1,787      1,483
  Marketing                                                   2,552      2,252
  Marine                                                         35         35
  Capitalized leases                                            119        119
                                                            -------    -------
                                                              7,777      6,916

Less: Accumulated depreciation, depletion and amortization    3,165      2,878
                                                            -------    -------
                                                              4,612      4,038
PREPAID AND DEFERRED CHARGES                                    209        237
                                                            -------    -------
        Total assets                                         $9,810     $8,389
                                                            =======    =======

             See accompanying Notes to Combined Financial Statements.

                                      C-6
<PAGE>
<PAGE>
                            CALTEX GROUP OF COMPANIES
                COMBINED BALANCE SHEET - DECEMBER 31, 1994 AND 1993
                             (MILLIONS OF DOLLARS)

                     LIABILITIES AND STOCKHOLDERS' EQUITY


                                                               1994       1993
                                                            -------    -------
CURRENT LIABILITIES:

  Notes payable to banks and other financial institutions    $1,229    $   966

  Long-term debt due within one year                            157         51

  Accounts payable:
    Trade and other                                           1,240        967
    Stockholder companies                                        77         87
    Nonsubsidiary companies                                     123        149
                                                            -------    -------
                                                              1,440      1,203

  Accrued liabilities                                           113         86

  Estimated income taxes                                        133        105
                                                            -------    -------
        Total current liabilities                             3,072      2,411


LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS                    715        530

ACCRUED LIABILITY FOR EMPLOYEE BENEFITS                         113         98

DEFERRED CREDITS AND OTHER NON-CURRENT LIABILITIES              789        646

DEFERRED INCOME TAXES                                           236        263

MINORITY INTEREST IN SUBSIDIARY COMPANIES                       152        146


STOCKHOLDERS' EQUITY:

    Common stock                                                355        355
    Additional paid-in capital                                    2          2
    Retained earnings                                         3,898      3,688
    Currency translation adjustment                             399        250
    Unrealized holding gain on investments                       79          -
                                                            -------    -------
        Total stockholders' equity                            4,733      4,295 


COMMITMENTS AND CONTINGENT LIABILITIES                      -------    -------

        Total liabilities and stockholders' equity           $9,810     $8,389
                                                            =======    =======


             See accompanying Notes to Combined Financial Statements.

                                      C-7
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES
                         COMBINED STATEMENT OF INCOME
             FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
                             (MILLIONS OF DOLLARS)


                                                   1994        1993       1992
                                                -------     -------    -------

SALES AND OTHER OPERATING REVENUES (1)          $14,751     $15,409    $17,281

OPERATING CHARGES:
  Cost of sales and operating expenses (2)       12,801      13,431     15,348
  Selling, general and administrative expenses      568         496        479
  Depreciation, depletion and amortization          331         295        263
  Maintenance and repairs                           160         170        165
                                                -------     -------    -------
                                                 13,860      14,392     16,255

    Operating income                                891       1,017      1,026

OTHER INCOME (DEDUCTIONS):
  Equity in net income of
    nonsubsidiary companies                         263         140        163
  Dividends, interest and other income              134          99         83
  Foreign exchange, net                             (73)         23         21
  Interest expense                                 (101)        (93)      (102)
  Minority interest in subsidiary companies          (3)         (8)       (13)
                                                -------     -------    -------
                                                    220         161        152
                                                -------     -------    -------

    Income before provision for income taxes
      and cumulative effects of changes
        in accounting principles                  1,111       1,178      1,178
                                                -------     -------    -------

PROVISION FOR INCOME TAXES:
  Current                                           467         433        456
  Deferred                                          (45)         25         53
                                                -------     -------    -------
    Total provision for income taxes                422         458        509
                                                -------     -------    -------

    Income before cumulative effects of
      changes in accounting principles              689         720        669
    Cumulative effects of changes
      in accounting principles                        -           -         51
                                                -------     -------    -------
    Net income                                  $   689     $   720    $   720
                                                =======     =======    =======
(1) Includes sales to:
        Stockholder companies                   $ 1,192     $   907    $   835
        Nonsubsidiary companies                 $ 1,044     $   944    $   924

(2) Includes purchases from:
       Stockholder companies                    $ 1,800     $ 3,333    $ 3,917
       Nonsubsidiary companies                  $ 1,612     $ 1,385    $   641


            See accompanying Notes to Combined Financial Statements.

                                      C-8
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES
                   COMBINED STATEMENT OF RETAINED EARNINGS
             FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
                             (MILLIONS OF DOLLARS)

                                                   1994        1993       1992
                                                -------     -------    -------
Balance at beginning of year                     $3,688      $3,310     $2,955
  Net income                                        689         720        720
  Cash dividends                                   (479)       (342)      (365)
                                                -------     -------    -------
Balance at end of year                           $3,898      $3,688     $3,310
                                                =======     =======    =======


                        COMBINED STATEMENT OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
                             (MILLIONS OF DOLLARS)

                                                   1994        1993       1992 

                                                -------     -------    -------
OPERATING ACTIVITIES:
Net income                                         $689        $720       $720
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Cumulative effects of changes
      in accounting principles                        -           -        (51)
    Depreciation, depletion and amortization        331         295        263
    Dividends from nonsubsidiary companies,
      less than equity in net income               (220)       (103)      (133)
    Net gains on asset sales                        (17)         (4)        (4)
    Deferred income taxes                           (45)         25         53
    Prepaid charges and deferred credits            115         (41)        25
    Changes in operating working capital             58          31        (58)
    Other                                            77          10        (46)
                                                -------     -------    -------
Net cash provided by operating activities           988         933        769
                                                -------     -------    -------

INVESTING ACTIVITIES:
Capital expenditures                               (837)       (763)      (711)
Investments in and advances
  to nonsubsidiary companies                       (131)       (149)       (17)
Net purchases/sales of investment instruments        14         (21)       (11)
Proceeds from asset sales                            37          73        144
                                                -------     -------    -------
Net cash used in investing activities              (917)       (860)      (595)

FINANCING ACTIVITIES:
Proceeds from borrowings having original
  terms in excess of three months                 1,257         745        831
Repayments of borrowings having original
  terms in excess of three months                  (880)       (704)      (857)
Net increase in other borrowings                    135         140         94
Dividends paid, including minority interest        (482)       (342)      (365)
                                                -------     -------    -------
Net cash provided by (used in)
  financing activities                               30        (161)      (297)
                                                -------     -------    -------
Effect of exchange rate changes on cash
  and cash equivalents                              (16)         15         (8)
                                                -------     -------    -------
NET CHANGE IN CASH AND CASH EQUIVALENTS              85         (73)      (131)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR      166         239        370
                                                -------     -------    -------
CASH AND CASH EQUIVALENTS AT END OF YEAR           $251        $166       $239
                                                =======     =======    =======

            See accompanying Notes to Combined Financial Statements.

                                      C-9
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES

                    NOTES TO COMBINED FINANCIAL STATEMENTS



(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


     PRINCIPLES OF COMBINATION

The combined financial statements of the Caltex Group of Companies (Group)
include the accounts of Caltex Petroleum Corporation and subsidiaries, American
Overseas Petroleum Limited and subsidiary and P.T. Caltex Pacific Indonesia
after the elimination of intercompany balances and transactions.  A subsidiary
of Chevron Corporation and two subsidiaries of Texaco Inc. (stockholders) each
own 50% of the outstanding common shares.  The Group is primarily engaged in
exploring, producing, refining and marketing crude oil and refined products in
the Eastern Hemisphere.  The Group employs accounting policies that are in
accordance with generally accepted accounting principles in the United States.


     TRANSLATION OF FOREIGN CURRENCIES

The U.S. dollar is the functional currency for all principal subsidiary
operations.  Nonsubsidiary companies in Japan and Korea use the local currency
as the functional currency.


     INVENTORIES

Crude oil and refined product inventories are stated at the lower of cost
(primarily determined on the last-in, first-out (LIFO) method) or current
market value.  Costs include applicable purchase and refining costs, duties,
import taxes, freight, etc.  Materials and supplies are valued at average cost.


     INVESTMENTS AND ADVANCES

Investments in and advances to nonsubsidiary companies in which 20% to 50% of
the voting stock is owned by the Group, or in which the Group has the ability
to exercise significant influence, are accounted for by the equity method. 
Under this method, the Group's equity in the earnings or losses of these
companies is included in current results, and the related investments reflect
the equity in the book value of underlying net assets.  Investments in other
nonsubsidiary companies are carried at cost and related dividends are reported
as income.


     PROPERTY, PLANT AND EQUIPMENT

Exploration and production activities are accounted for under the "successful
efforts" method.  Depreciation, depletion and amortization expenses for
capitalized costs relating to the producing area, including intangible
development costs, are computed using the unit-of-production method.

All other assets are depreciated by class on a uniform straight-line basis. 
Depreciation rates are based upon the estimated useful life of each class of
property.

Maintenance and repairs necessary to maintain facilities in operating condition
are charged to income as incurred.  Additions and betterments that materially
extend the life of properties are capitalized.  Upon disposal of properties,
any net gain or loss is included in other income.

                                      C-10
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES

                    NOTES TO COMBINED FINANCIAL STATEMENTS



(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED


     ENVIRONMENTAL MATTERS

Compliance with environmental regulations is determined in consideration of the
existing laws in each of the countries in which the Group operates and the
Group's own internal standards.  The Group capitalizes expenditures that create
future benefits or contribute to future revenue generation.  Remediation costs
are accrued based on estimates of known environmental exposure even if
uncertainties exist about the ultimate cost of the remediation.  Such accruals
are based on the best available nondiscounted estimated costs using data
developed by third party experts.  Costs of environmental compliance for past
and ongoing operations, including maintenance and monitoring, are expensed as
incurred.  Recoveries from third parties are recorded as assets when
realization is determined to be probable.


(2)  CHANGES IN ACCOUNTING PRINCIPLES

The Group adopted SFAS No. 106 "Employers' Accounting for Postretirement
Benefits Other Than Pensions" effective January 1, 1992, using the immediate
recognition option.  SFAS No. 106 requires accrual, during the employees'
service with the Group, of the cost of their retiree health and life insurance
benefits.  Prior to 1992, postretirement benefits were included in expense as
the benefits were paid.  The adoption of SFAS No. 106 resulted in a cumulative
after-tax charge of $26 million.

Effective January 1, 1992, deferred income taxes are recognized according to
the asset and liability method specified in Statement of Financial Accounting
Standards (SFAS) No. 109 "Accounting for Income Taxes" by applying individual
jurisdiction tax rates applicable to future years to differences between the
financial statement and tax basis carrying amounts of assets and liabilities. 
The effect of tax rate changes on previously recorded deferred taxes is
recognized in the current year.  The adoption of SFAS No. 109 resulted in a
cumulative benefit of $77 million.

Effective January 1, 1994, the Group adopted SFAS No. 112 "Employers'
Accounting for Postemployment Benefits."  SFAS No. 112 requires companies to
accrue for the cost for benefits provided to former or inactive employees after
employment but prior to retirement.  Adoption of this standard did not
materially impact the combined financial statements of the Group.

The Group adopted SFAS No. 115 "Accounting for Certain Investments in Debt and
Equity Securities" effective January 1, 1994.  SFAS No. 115 requires that
investments in equity securities that have readily determinable fair values and
all investments in debt securities be classified into three categories based on
management's intent.  Such investments are to be reported at fair value except
for debt securities intended to be held to maturity which are to be reported at
amortized cost.  Previously, all such investments were accounted for at
amortized cost.  The cumulative effect of this change at January 1, 1994  was
an increase in stockholders' equity of $70 million, after related taxes,
representing unrealized net gains applicable to securities categorized as
available-for-sale under the new standard. Such securities are primarily held
by nonsubsidiary companies accounted for by the equity method.

                                      C-11
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES

                    NOTES TO COMBINED FINANCIAL STATEMENTS



(3)  INVENTORIES

The excess of current cost over the stated value of inventory maintained on the
LIFO basis was approximately $56 million and $40 million at December 31, 1994
and 1993, respectively.

During 1994, 1993 and 1992, inventory quantities maintained on the LIFO basis
were reduced at certain locations.  The inventory reductions resulted in a
decrease in the earnings of consolidated subsidiaries and nonsubsidiary
companies at equity of approximately $12 million and $2 million in 1994 and
1992, respectively, and an increase in earnings of $1 million in 1993.

Charges of $104 million reduced income in 1993 to reflect a market value of
certain inventories lower than their LIFO carrying value.  Earnings of $34
million and $14 million were recorded in 1994 and 1992, respectively, to
reflect a partial recovery of prior year charges.


(4)  NONSUBSIDIARY COMPANIES AT EQUITY

Investments in and advances to nonsubsidiary companies at equity at December 31
include the following (in millions):

                                           Equity Share        1994       1993
                                           ------------     -------    -------

Nippon Petroleum Refining Company, Ltd.        50%           $  997     $  829
Koa Oil Company, Ltd.                          50%              448        310
Honam Oil Refinery Company, Ltd.               50%              557        423
All other                                    Various            368        234
                                                            -------    -------
                                                             $2,370     $1,796
                                                            =======    =======

Shown below is summarized combined financial information for these
nonsubsidiary companies (in millions):

                                            100%               Equity Share
                                     ------------------     ------------------
                                        1994       1993        1994       1993 

                                     -------    -------     -------    -------
Current assets                        $5,352     $4,680      $2,651     $2,316
Other assets                           7,821      6,147       3,858      2,975

Current liabilities                    4,940      4,900       2,363      2,349
Other liabilities                      3,504      2,306       1,776      1,146
Net worth                              4,729      3,621       2,370      1,796


                                     100%                  Equity Share
                         -------------------------   -------------------------
                            1994     1993     1992      1994     1993     1992
                         -------------------------   -------------------------
Operating revenues       $10,886  $10,679  $10,502    $5,418   $5,304   $5,216
Operating income             770      494      645       381      242      319
Net income                   526      281      326       263      140      163

                                      C-12
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES

                    NOTES TO COMBINED FINANCIAL STATEMENTS



(4)  NONSUBSIDIARY COMPANIES AT EQUITY - CONTINUED

Retained earnings at December 31, 1994, includes $1.4 billion representing the
Group's share of undistributed earnings of nonsubsidiary companies at equity.

Cash dividends received from these nonsubsidiary companies were $43 million,
$37 million, and $30 million in 1994, 1993, and 1992, respectively. 

Sales to the other 50 percent owner of Nippon Petroleum Refining Company, Ltd.
of products refined by Nippon Petroleum Refining Company, Ltd. and Koa Oil
Company, Ltd. were approximately $2 billion, $1.9 billion, and $2 billion in
1994, 1993, and 1992, respectively.


(5)  NOTES PAYABLE

Short-term financing consists primarily of demand loans, promissory notes,
acceptance credits and overdrafts.  The weighted average interest rates on
short-term financing at December 31, 1994, and 1993 were 6.8% and 4.7%, 
respectively.

Unutilized lines of credit available for short-term financing totaled $678
million at December 31, 1994.


(6)  LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

Long-term debt and capital lease obligations, with related interest rates at
December 31, 1994, consist of the following (in millions):

                                                               1994       1993
                                                            -------    -------

U.S. dollars:
  Variable interest rate term loans                            $233       $173
  Fixed interest rate term loans with 7.6% average rate         206        220
Australian dollars:
  Debentures with interest rates at 12.5% due 1996                4          8
  Promissory notes payable with 7.2% average rate                81         76
  Fixed interest rate loan with 11.2% rate due 2001             132          -
  Commercial paper with 7.0% average rate                        23          -
  Capital lease obligations                                      11         33
New Zealand dollars:
  Term loans with interest rates 6-6.35% due 1996-1997           16         14
Other                                                             9          6
                                                            -------    -------
                                                               $715       $530
                                                            =======    =======

                                      C-13
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES

                    NOTES TO COMBINED FINANCIAL STATEMENTS


(6)  LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS - CONTINUED

At December 31, 1994 and 1993, $124 million and $101 million, respectively, of
short-term borrowings were classified as long-term debt.  Settlement of these
obligations is not expected to require the use of working capital in 1995, as
the Group has both the intent and ability to refinance this debt on a long-term
basis.  At December 31, 1994 and 1993, $170 million and $101 million,
respectively, of long-term committed credit facilities were available with
major banks to support notes payable classified as long-term debt.

Contractual maturities subsequent to December 31, 1994 follow (in millions):
1995 - $157 (included on the combined balance sheet as a current liability and
excluding short-term borrowings classified as long-term debt); 1996 - $101;
1997 - $61; 1998 - $94; 1999 - $137; 2000 and thereafter - $322.


(7)  EMPLOYEE BENEFITS

The Group has retirement plans covering substantially all eligible employees. 
Generally, these plans provide defined benefits based on final or final average
pay, as defined.  The benefit levels, vesting terms and funding practices vary
among plans.

The funded status of retirement plans, primarily foreign and inclusive of
nonsubsidiary companies at equity, at December 31 follows (in millions):

                                                 Assets Exceed     Accumulated
                                                   Accumulated        Benefits
Funding Status                                        Benefits   Exceed Assets
--------------                                   -------------   -------------

                                                   1994   1993     1994   1993
                                                 ------ ------   ------ ------

Actuarial present value of:
  Vested benefit obligation                        $282   $280     $137   $117
  Accumulated benefit obligation                    317    309      161    137
  Projected benefit obligation                      493    484      225    195

Amount of assets available for benefits:
  Funded assets at fair value                      $435   $450     $ 58   $ 39
  Net pension (asset) liability recorded             (8)   (11)     136    128
                                                 ------ ------   ------ ------ 
    Total assets                                   $427   $439     $194   $167
                                                 ====== ======   ====== ======

Assets less than projected benefit obligation      $(66) $(45)     $(31)  $(28)

Consisting of:
  Unrecognized transition
    net assets (liabilities)                         16    31        (3)    (2)
  Unrecognized net losses                           (55)  (44)      (25)   (23)
  Unrecognized prior service costs                  (27)  (32)       (3)    (3)

Weighted average rate assumptions:
  Discount rate                                     9.7%  9.5%      6.6%   6.5%
  Rate of increase in compensation                  7.2%  7.4%      4.6%   4.7%
  Expected return on plan assets                   10.2% 10.3%      5.5%   5.5%


                                      C-14
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES

                    NOTES TO COMBINED FINANCIAL STATEMENTS


(7)  EMPLOYEE BENEFITS - CONTINUED

Expenses (Funded & Unfunded Combined)             1994         1993       1992
--------                                        ------      -------    -------
Cost of benefits earned during the year            $27          $27        $26
Interest cost on projected benefit obligation       55           58         54
Actual return on plan assets                       (23)         (59)        (9)
Net amortization and deferral                      (16)          16        (38)
                                                ------      -------    -------
                                                   $43          $42        $33
                                                ======      =======    =======

(8)  OPERATING LEASES

The Group has various operating leases involving service stations, equipment
and other facilities for which net rental expense was $121 million, $110
million, and $95 million in 1994, 1993 and 1992, respectively.

Future net minimum rental commitments under operating leases having
noncancelable terms in excess of one year are as follows (in millions): 1995 -
$55; 1996 - $67; 1997 - $52; 1998 - $47; 1999 - $44; 2000 and thereafter - 
$106.


(9)  COMMITMENTS AND CONTINGENCIES

On January 25, 1990, Caltex Petroleum Corporation and certain of its
subsidiaries were named as defendants, along with privately held Philippine
ferry and shipping companies and the shipping company's insurer, in a lawsuit
filed in Houston, Texas State Court.  After removal to Federal District Court
in Houston, the litigation's disposition turned on questions of federal court
jurisdiction and whether the case should be dismissed for forum non conveniens.
The plaintiffs' petition purported to be a class action on behalf of at least
3,350 parties, who were either survivors of, or next of kin of persons deceased
in a collision in Philippine waters on December 20, 1987.  One vessel involved
in the collision was carrying Group products in connection with a freight
contract.  Although the Group had no direct or indirect ownership in or
operational responsibility for either vessel, various theories of liability
were alleged against the Group.  No specific monetary recovery was sought
although the petition contained a variety of demands for various categories of
compensatory as well as punitive damages.  These issues were resolved in the
Group's favor by the Federal District Court in March 1992, through a forum non
conveniens dismissal, and that decision is now final.  Subsequent to that
dismissal, but consistent with its terms, cases were filed against the Group
entities in the Philippine courts (over and above those previously filed there
subsequent to the collision, all of which are in various stages of litigation
and are being vigorously resisted).  However, and notwithstanding the Houston
Federal District Court dismissal, the plaintiffs filed another lawsuit,
alleging the same causes of action as in the Texas litigation, in Louisiana
State Court in New Orleans.  The Group removed that case to Federal District
Court in New Orleans from which it was remanded back to Louisiana State Court. 
The Group then sought injunctive and other relief from the Federal District
Court in Houston in order to ensure that that Court's previous dismissal would
be given proper effect.  On having its request for relief denied, the Group
then filed an expedited appeal to the U. S. Fifth Circuit Court of Appeals. 
That Court's ruling is expected shortly.  Management is contesting this case
vigorously.  It is not possible to estimate the amount of damages involved, if
any.

The Group may be subject to loss contingencies pursuant to environmental laws
and regulations in each of the countries in which it operates that, in the
future, may require the Group to take action to correct or remediate the
effects on the environment of prior disposal or release of petroleum substances
by the Group.  The amount of such future cost is indeterminable due to such
factors as the nature of the new regulations, the unknown magnitude of any
possible contamination, the unknown timing and extent of the corrective actions
that may be required, and the extent to which such costs are recoverable from
third party insurance.

                                      C-15
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES

                    NOTES TO COMBINED FINANCIAL STATEMENTS



(9)  COMMITMENTS AND CONTINGENCIES - CONTINUED

The Group is also involved in certain other litigation and Internal Revenue
Service tax audits that could involve significant payments if such items are
all ultimately resolved adversely to the Group.

While it is impossible to ascertain the ultimate legal and financial liability
with respect to the above mentioned contingent liabilities, the aggregate
amount that may arise from such liabilities is not anticipated to be material
in relation to the Group's combined financial position, results of operations,
or liquidity.

Unconditional purchase obligations in 1992 and 1993 were not considered
material.  However, in April 1994, a Group subsidiary entered into a
contractual commitment, effective October 1996, for a period of eleven years,
to purchase refined products in conjunction with the financing of a refinery
that is presently under construction by a nonsubsidiary company.  Total future
estimated commitments (in billions) for the Group under this and other similar
contracts, based on current pricing and projected growth rates, are: 1995 -
$.6, 1996 - $.9, 1997 - $1.1, 1998 - $1.3, 1999 - $1.5, and 2000 to expiration
of contracts - $9.6.  Purchases (in billions) under similar contracts were $.5,
$.6, and $.4 in 1994, 1993, and 1992, respectively.

The Group is in the process of finalizing sales of certain property required by
a local government.  The Group will be compensated for the value of the
property transferred and the cost of replacing operating assets affected by the
transfer.  While the compensation is to be fully utilized in the reconstruction
program over a five year period, the excess of the compensation over the net
book value of the property and the dismantled operating assets will be
recognized in earnings in early 1995.  The impact to the Group's earnings is
currently estimated to be a net after-tax gain of approximately $155 million.


(10)  FINANCIAL INSTRUMENTS

Certain Group companies are parties to financial instruments with off-balance
sheet credit and market risk, principally interest rate risk.  As of
December 31, the Group had commitments outstanding for interest rate swaps and
foreign currency transactions for which the notional or contractual amounts are
as follows (in millions):

                                                               1994       1993
                                                            -------    -------
Interest rate swaps - Pay Fixed, Receive Floating              $363       $294
Interest rate swaps - Pay Floating, Receive Fixed              $182       $ 50
Commitments to purchase foreign currencies                     $252       $244
Commitments to sell foreign currencies                         $274       $183


The Group enters into interest rate swaps in managing its interest rate risk,
and their effects are recognized in the statement of income at the same time as
the interest expense on the debt to which they relate.  The swap contracts have
remaining maturities up to eight years.  The fair values of these swaps are not
material.

The Group enters into forward exchange contracts to hedge against some of its
foreign currency exposure stemming from existing liabilities and firm
commitments.  Forward exchange contracts hedging existing liabilities have
maturities of up to seven years, and those contracts hedging firm commitments
have maturities of under a year.  Gains and losses on the forward exchange
contracts are recognized in income concurrent with the income recognition of
the underlying hedged transaction.  The fair values of these forward exchange
contracts are not material.

                                      C-16
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES

                    NOTES TO COMBINED FINANCIAL STATEMENTS



(10) FINANCIAL INSTRUMENTS - CONTINUED

The Group's activity in commodity-based derivative contracts, that must be
settled in cash, is not material.

The Group's long-term debt, excluding capital lease obligations, of $704
million and $497 million at December 31, 1994 and 1993, respectively, had fair
values of $696 million and $511 million at December 31, 1994 and 1993,
respectively. The fair value estimates were based on the present value of
expected cash flows discounted at current market rates for similar obligations.
The reported amounts of financial instruments such as cash and cash
equivalents, notes and accounts receivable, and all current liabilities
approximate fair value because of their short maturity.

At December 31, 1994, the Group had investments in debt securities available-
for-sale and debt securities held to maturity at amortized costs of $63 million
(maturity less than ten years) and $77 million (maturity less than one
year), respectively.  The fair value of these securities approximates amortized
costs.  The investment in marketable equity securities is not material.  At
December 31, 1994, the Group's carrying amount for investments in nonsubsidiary
companies accounted for at equity included $83 million for net-of-tax
unrealized net gains on investments held by these nonsubsidiaries.

Certain Group companies were contingently liable as guarantors for $2 million
and $7 million at December 31, 1994 and 1993, respectively.  The Group also had
commitments of $99 million and $36 million at December 31, 1994 and 1993,
respectively, in the form of letters of credit which have been issued on behalf
of Group companies to facilitate either the Group's or other parties' ability
to trade in the normal course of business.  In addition, the Group is
contingently liable at December 31, 1994, for a maximum of $192 million, to a
nonsubsidiary for precompletion sponsor support of its project finance
obligations.

The Group is exposed to credit risks in the event of non-performance by
counterparties to financial instruments.  For financial instruments with
institutions, the Group does not expect any counterparty to fail to meet their
obligations given their high credit ratings.  Other financial instruments
exposed to credit risk consist primarily of trade receivables.  These
receivables are  dispersed among the countries in which the Group operates,
thus limiting concentrations of such risk.

The Group performs ongoing credit evaluations of its customers and generally
does not require collateral.  Letters of credit are the principal security
obtained to support lines of credit when the financial strength of a customer
or country is not considered sufficient.  Credit losses have been historically
within management's expectations.


(11) TAXES

Taxes charged to income consist of the following (in millions):

                                                   1994        1993       1992
                                                -------     -------    -------
Taxes other than income taxes:
  Duties, import and excise taxes                $2,384      $1,978     $1,891
  Other                                              32          29         29
                                                -------     -------    -------
Total taxes other than income taxes               2,416       2,007      1,920
  Provision for income taxes                        422         458        509
                                                -------     -------    -------
                                                 $2,838      $2,465     $2,429
                                                =======     =======    =======

                                      C-17
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES

                    NOTES TO COMBINED FINANCIAL STATEMENTS

(11) TAXES - CONTINUED

The provision for income taxes, substantially all foreign, has been computed on
an individual company basis at rates in effect in the various countries of
operation.  The actual tax expense differs from the "expected" tax expense
(computed by applying the U.S. Federal corporate tax rate to income before
provision for income taxes) as follows:

                                                   1994        1993       1992
                                                -------     -------    -------
Computed "expected" tax expense                    35.0%       35.0%      34.0%

Effect of recording equity in net income of
  nonsubsidiary companies on an after tax basis    (8.3)       (4.2)      (4.9)

Effect of dividends received from
  subsidiary and nonsubsidiary companies            4.4         4.2        3.8

Foreign income subject to foreign taxes
  in excess of U.S. statutory tax rate              6.9         7.4       11.6

Increase/(Decrease) in deferred tax asset
  valuation allowance                                .3        (3.1)       (.4)

Other                                               (.3)        (.4)       (.9)
                                                -------     -------    -------
                                                   38.0%       38.9%      43.2%
                                                =======     =======    =======

Deferred income taxes are provided for the temporary differences between the
financial reporting basis and the tax basis of assets and liabilities. 
Temporary differences and tax loss carryforwards which give rise to deferred
tax assets and liabilities at December 31, 1994 and 1993 are as follows (in
millions):

                                                     Deferred         Deferred
                                                   Tax Assets  Tax Liabilities
                                             ----------------  ---------------
                                                1994     1993     1994    1993
                                              ------   ------   ------  ------
Inventory                                       $ 17     $ 10     $ 12    $ 18
Depreciation                                       -        -      310     298
Retirement plans                                  34       33        2       3
Tax loss carryforwards                            27       29        -       -
Investment allowances                             40        8        -       -
Other                                             30       20       41      34
                                              ------   ------   ------  ------
                                                 148      100      365     353
Valuation allowance                               (9)      (6)       -       -
Total deferred taxes                            $139     $ 94     $365    $353
                                              ======   ======   ======  ======

                                      C-18
<PAGE>
<PAGE>
                           CALTEX GROUP OF COMPANIES

                    NOTES TO COMBINED FINANCIAL STATEMENTS


(11) TAXES - CONTINUED

The valuation allowance has been established to record deferred tax assets at
amounts where recoverability is more likely than not.  Net income was decreased
in 1994 by $3 million and increased by $36 million and $5 million in 1993 and
1992, respectively, for changes in the deferred tax asset valuation allowance.

Undistributed earnings for which no deferred income tax provision has been made
approximated $3.8 billion at December 31, 1994.  Such earnings have been or are
intended to be indefinitely reinvested.  These earnings would become taxable in
the U.S. only upon remittance as dividends.  It is not practical to estimate
the amount of tax that might be payable on the eventual remittance of such
earnings.  Upon remittance, certain foreign countries impose withholding taxes
which, subject to certain limitations, are then available for use as tax
credits against a U.S. tax liability, if any.  


(12) CASH FLOWS

For purposes of the statement of cash flows, all highly liquid debt instruments
with original maturities of three  months or less are considered cash
equivalents.

The "Changes in Operating Working Capital" consists of the following (in
millions):

                                                   1994        1993       1992
                                                -------     -------    -------

Notes and accounts receivable                      $(97)      $  82      $ (45)
Inventories                                         (37)         66       (114)
Accounts payable                                    152        (147)       212
Accrued liabilities                                  16          16        (27)
Estimated income taxes                               24          14        (84)
                                                -------     -------    -------
  Total                                            $ 58       $  31      $ (58)
                                                =======     =======    =======

"Net Cash Provided by Operating Activities" includes the following cash
payments for interest and income taxes (in millions):

                                                   1994        1993       1992
                                                -------     -------    -------
Interest paid (net of capitalized interest)        $ 94        $ 92       $106

Income taxes paid                                  $444        $391       $528

No significant non-cash investing or financing transactions occurred in 1994,
1993 or 1992.


(13) OTHER

On December 14, 1994, Caltex Australia Limited (CAL), a subsidiary of the
Group, entered into a conditional agreement to form a petroleum refining and
marketing joint venture with Ampol Limited, a competitor, effective January 1,
1995.  The agreement was subject to completion of certain conditions which
included, among others, confirmation by the Australian Trade Practices
Commission (TPC) that the merger would not contravene local laws.  On February
2, 1995, CAL received notification of the TPC's opinion that the merger would
lessen competition and, therefore, would contravene Australian regulations. 
CAL and Ampol Limited are currently evaluating alternative options to address
the TPC ruling and have not yet formed a joint venture.


                                      C-19
<PAGE>
<PAGE>

                           CALTEX GROUP OF COMPANIES

                    NOTES TO COMBINED FINANCIAL STATEMENTS


(14) OIL AND GAS EXPLORATION, DEVELOPMENT AND PRODUCING ACTIVITIES

The financial statements of Chevron Corporation and Texaco Inc. contain
required supplementary information on oil and gas producing activities,
including disclosures on equity affiliates.  Accordingly, such disclosures are
not presented herein.


                                      C-20


                                                                EXHIBIT 12.1

                 CHEVRON CORPORATION - TOTAL ENTERPRISE BASIS
              COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                             (Dollars in Millions)

                                            Year Ended December 31,
                                  ------------------------------------------
                                    1994     1993     1992(1)  1991     1990
                                  ------   ------   ------   ------   ------
Net Income before Cumulative
  Effect of Changes in
  Accounting Principles           $1,693   $1,265   $2,210   $1,293   $2,157

Income Tax Expense                 1,322    1,389    1,508    1,302    2,387

Distributions Greater Than
  (Less Than) Equity in
  Earnings of Less Than 50%
  Owned Affiliates                    (3)       6       (9)     (20)      (6)

Minority Interest                      3       (2)       2        2        6

Previously Capitalized
  Interest Charged to
  Earnings During Period              32       20       18       17       15

Interest and Debt Expense            453      390      490      585      707

Interest Portion of Rentals (2)      156      169      152      153      163
                                  ------   ------   ------   ------   ------
EARNINGS BEFORE PROVISION
  FOR TAXES AND FIXED CHARGES     $3,656   $3,237   $4,371   $3,332   $5,429
                                  ======   ======   ======   ======   ======

Interest and Debt Expense         $  453   $  390   $  490   $  585   $  707

Interest Portion of Rentals (2)      156      169      152      153      163

Capitalized Interest                  80       60       46       30       24
                                  ------   ------   ------   ------   ------
  TOTAL FIXED CHARGES             $  689   $  619   $  688   $  768   $  894
                                  ======   ======   ======   ======   ======

----------------------------------------------------------------------------
RATIO OF EARNINGS TO FIXED CHARGES  5.31     5.23     6.35     4.34     6.07
----------------------------------------------------------------------------
(1) The information for 1992 and subsequent years reflects the company's
    adoption of the Financial Accounting Standards Board Statements No. 106,
    "Employers' Accounting for Postretirement Benefits Other than Pensions"
    and No. 109, "Accounting for Income Taxes," effective January 1, 1992.

(2) Calculated as one-third of rentals.

                                   EX-1

                                                                EXHIBIT 21.1

                   SUBSIDIARIES OF CHEVRON CORPORATION*

Name of Subsidiary                              State or Country
(Reported by Principal Area of Operation)       in Which Organized
-----------------------------------------       ------------------

UNITED STATES
Chevron U.S.A. Inc.                             Pennsylvania
  Principal Divisions:
    Chevron U.S.A. Production Company
    Chevron U.S.A. Products Company
    Warren Petroleum Company
Chevron Capital U.S.A. Inc.                     Delaware
Chevron Chemical Company                        Delaware
Chevron Investment Management Company           Delaware
Chevron Land and Development Company            Delaware
Chevron Oil Finance Company                     Delaware
Chevron Pipe Line Company                       Delaware
Huntington Beach Company                        California
The Pittsburg & Midway Coal Mining Co.          Missouri

INTERNATIONAL
Bermaco Insurance Company Limited               Bermuda
Cabinda Gulf Oil Company Limited                Bermuda
Chevron Asiatic Limited                         Delaware
Chevron Canada Limited                          Canada
Chevron Canada Enterprises Limited              Canada
Chevron Canada Resources                        Canada
Chevron International Limited                   Liberia
Chevron International Oil Company, Inc.         Delaware
Chevron Nigeria Limited                         Nigeria
Chevron Niugini Pty. Limited                    Papua New Guinea
Chevron Overseas Petroleum Inc.                 Delaware
Chevron Standard Limited                        Delaware
Chevron U.K. Limited                            United Kingdom
Chevron Transport Corporation                   Liberia
Gulf Oil (Great Britain) Limited                United Kingdom
Insco Limited                                   Bermuda
Transocean Chevron Company                      Delaware

 *All of the subsidiaries in the above list are wholly owned, either directly
  or indirectly, by Chevron Corporation.  Certain subsidiaries are not listed
  since, considered in the aggregate as a single subsidiary, they would not
  constitute a significant subsidiary at December 31, 1994.


                                   EX-2



                                                                EXHIBIT 23.1





                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 (No. 2-98466) and
Form S-8 (Nos. 33-3899, 33-34039 and 33-35283) of Chevron Corporation, and to
the incorporation by reference in the Prospectus constituting part of the
Registration Statement on Form S-3 (No. 33-14307) of Chevron Capital U.S.A.
Inc. and Chevron Corporation, and to the incorporation by reference in the
Registration Statement on Form S-3 (No. 33-58838) of Chevron Canada Finance
Limited and Chevron Corporation, and to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on Form S-8
(No. 2-90907) of Caltex Petroleum Corporation of our report dated February 28,
1995 appearing on page FS-13 of this Annual Report on Form 10-K.



/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP

San Francisco, California
March 29, 1995



                                   EX-3

                                                                 EXHIBIT 23.2


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 (No. 2-98466) and
Form S-8 (Nos. 33-3899, 33-34039 and 33-35283) of Chevron Corporation, and to
the incorporation by reference in the Prospectus constituting part of the
Registration Statement on Form S-3 (No.33-14307) of Chevron Capital U.S.A.
Inc. and Chevron Corporation, and to the incorporation by reference in the
Registration Statement on Form S-3 (No. 33-58838) of Chevron Canada Finance
Limited and Chevron Corporation, and to the incorporation by reference in the
Registration Statement on Form S-8 (No. 2-90907) of Caltex Petroleum
Corporation of our report dated February 14, 1995, relating to the combined
balance sheets of the Caltex Group of Companies as of December 31, 1994 and
1993 and the related combined statements of income, retained earnings and
cash flows for each of the years in the three-year period ended December 31,
1994, which report appears in the December 31, 1994 Annual Report on Form
10-K of Chevron Corporation.


/s/ KPMG Peat Marwick LLP

KPMG PEAT MARWICK LLP

Dallas, Texas
March 29, 1995



                                   EX-4


                                                               EXHIBIT 99.1

                   DEFINITIONS OF SELECTED FINANCIAL TERMS


RETURN ON AVERAGE STOCKHOLDERS' EQUITY

Net income divided by average stockholders' equity.  Average stockholders'
equity is computed by averaging the sum of the beginning of year and end of
year balances.

RETURN ON AVERAGE CAPITAL EMPLOYED

Net income plus after-tax interest expense divided by average capital
employed. Capital employed is stockholders' equity plus short-term debt plus
long-term debt plus capital lease obligations plus minority interests. Average
capital employed is computed by averaging the sum of capital employed at the
beginning of the year and at the end of the year.

TOTAL DEBT-TO-TOTAL DEBT PLUS EQUITY RATIO

Total debt, including capital lease obligations, divided by total debt plus
stockholders' equity.

CURRENT RATIO

Current assets divided by current liabilities.

INTEREST COVERAGE RATIO

Income before income tax expense and cumulative effect of change in accounting
principle, plus interest and debt expense and amortization of capitalized
interest, divided by before-tax interest costs.

                                   EX-5



                                                              Exhibit 24.1


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                               /s/ K.T. Derr
                                       ------------------------------





                                    EX-6


                                                              Exhibit 24.2


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                           /s/ J. Dennis Bonney
                                       ------------------------------





                                    EX-7


                                                              Exhibit 24.3


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                           /s/ James N. Sullivan
                                       ------------------------------





                                    EX-8


                                                              Exhibit 24.4


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                             /s/ M. R. Klitten
                                       ------------------------------





                                    EX-9


                                                              Exhibit 24.5


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                           /s/ Donald G. Henderson
                                       ------------------------------





                                    EX-10


                                                              Exhibit 24.6


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                           /s/ Samuel H. Armacost
                                       ------------------------------





                                    EX-11


                                                              Exhibit 24.7


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                                /s/ Sam Ginn
                                       ------------------------------





                                    EX-12


                                                              Exhibit 24.8


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                             /s/ Carla A. Hills
                                       ------------------------------





                                    EX-13


                                                              Exhibit 24.9


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                             /s/ C. M. Pigott
                                       ------------------------------





                                    EX-14


                                                              Exhibit 24.10


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                           /s/ Condoleezza Rice
                                       ------------------------------





                                    EX-15


                                                              Exhibit 24.11


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                           /s/ S. Bruce Smart
                                       ------------------------------





                                    EX-16


                                                              Exhibit 24.12


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                         /s/ George H. Weyerhaeuser
                                       ------------------------------





                                    EX-17


                                                              Exhibit 24.13


                               POWER OF ATTORNEY
                               -----------------


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Corporation, a Delaware corporation (the "Corporation"),
contemplates filing with the Securities and Exchange Commission at Washington,
D.C., under the provisions of the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder, an Annual Report on Form 10-K.

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints

MALCOLM J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M.
VANDEGRIFT, or any of them, his or her attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign the aforementioned
Annual Report on Form  10-K (and any and all amendments thereto) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
 29th day of March, 1995.



                                           /s/ John A. Young
                                       ------------------------------





                                    EX-18

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AT DECEMBER 31, 1994 AND INCOME STATEMENT FOR
THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 1994 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND THEIR RELATED
FOOTNOTES.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                             413
<SECURITIES>                                       893
<RECEIVABLES>                                    3,985
<ALLOWANCES>                                        62
<INVENTORY>                                      1,710
<CURRENT-ASSETS>                                 7,591
<PP&E>                                          46,810
<DEPRECIATION>                                  24,637
<TOTAL-ASSETS>                                  34,407
<CURRENT-LIABILITIES>                            9,392
<BONDS>                                          4,128
<COMMON>                                         1,069
                                0
                                          0
<OTHER-SE>                                      13,527
<TOTAL-LIABILITY-AND-EQUITY>                    34,407
<SALES>                                         35,130
<TOTAL-REVENUES>                                35,854
<CGS>                                                0
<TOTAL-COSTS>                                   33,051
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 346
<INCOME-PRETAX>                                  2,803
<INCOME-TAX>                                     1,110
<INCOME-CONTINUING>                              1,693
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,693
<EPS-PRIMARY>                                     2.60
<EPS-DILUTED>                                     2.60
        

</TABLE>


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