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                              April 22, 2024

       Michael K. Wirth
       Chairman of the Board and Chief Executive Officer
       Chevron Corporation
       6001 Bollinger Canyon Road
       San Ramon, California 94583-2324

                                                        Re: Chevron Corporation
                                                            Amendment No.2 to 
Registration Statement on Form S-4
                                                            Filed April 12, 
2024
                                                            File No. 333-277356

       Dear Michael K. Wirth:

            We have reviewed your amended registration statement and have the 
following
       comments.

              Please respond to this letter by amending your registration 
statement and providing the
       requested information. If you do not believe a comment applies to your 
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in 
your response.

              After reviewing any amendment to your registration statement and 
the information you
       provide in response to this letter, we may have additional comments. 
Unless we note otherwise,
       any references to prior comments are to comments in our [Month day, 
year] letter.

       Amendment No.2 to Form S-4

       Interests of Directors and Executive Officers of Hess in the Merger, 
page 67

   1.                                                   We note your new 
disclosure indicating that the filing of the arbitration relating to the
                                                        Stabroek ROFR may delay 
the completion of the merger and that Hess seeks to complete
                                                        the arbitration by the 
end of 2024. In light of this new disclosure, ensure that all related
                                                        disclosures are updated 
and current.

       Material U.S. Federal Income Tax Consequences, page 84

   2.                                                   The tax opinion which 
you filed as Exhibit 8.1 opines that the Merger will qualify as a
                                                           reorganization    
within the meaning of Section 368(a) of the Code, but it does not
                                                        constitute a short-form 
opinion with regard to the disclosure in this section. Counsel's
                                                        opinion expressly 
states: "We express no opinion on any issue or matter relating to the tax
 Michael K. Wirth
Chevron Corporation
April 22, 2024
Page 2
       consequences of the transactions contemplated by the Merger Agreement or 
the
       Registration Statement other than the opinion set forth above."

       If you elect to use a short-form opinion, the Exhibit 8 short-form 
opinion and the tax
       disclosure in the proxy statement / prospectus both must identify 
counsel, state clearly that
       the disclosure in this section is the opinion of the named counsel or 
accountant, and that
       disclosure must clearly identify and articulate the opinion being 
rendered. For reference,
       please see Staff Legal Bulletin No. 19 at Sections III.A.1 and III.B.2.
       Please contact Timothy S. Levenberg at 202-551-3707 or Karina Dorin at 
202-551-3763
with any questions.



                                                             Sincerely,
FirstName LastNameMichael K. Wirth
                                                             Division of 
Corporation Finance
Comapany NameChevron Corporation
                                                             Office of Energy & 
Transportation
April 22, 2024 Page 2
cc:       Kyle Seifried, Esq., of Paul, Weiss, et al.
FirstName LastName