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corresp

    Mark A. Humphrey

Vice President and

Comptroller

    Chevron Corporation

6001 Bollinger Canyon Road

San Ramon, California 94583-2324

November 22, 2005

BY ELECTRONIC TRANSMISSION

Ms. Cecilia D. Blye

Mail Stop 5546

Office of Global Security Risk

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-5546

    Re:

    Chevron Corporation

Form 10-K for the year ended December 31, 2004 (“2004 Form 10-K”)

File No. 001-00368

Dear Ms. Blye:

In your letter dated September 29, 2005, you provided comments of the staff (the “Staff”) of the
Office of Global Security Risk of the Division of Corporation Finance of the Securities and
Exchange Commission (the “Commission”) on the above-captioned report of Chevron Corporation
(“Chevron” or the “company”). The questions in your September letter are set forth immediately
below in italics; the company’s responses follow.

    1.     We note statements and maps on your website indicating that you have operations in Syria.
Chevron’s Form 10-K makes no mention of Syria or operations there. For example, see the text
and maps describing worldwide operations in “Review of Ongoing Exploration and Production
Activities in Key Areas,” beginning on page 11. Please address the accuracy of the disclosure
and the current state of activity in regard to operations in Syria. We note also that a map
entitled “ChevronTexaco operations in the Middle East” on your website indicates that you
conduct lubricants operations in Syria (see pdf document available at
http://www.chevron.com/operations/middle%5Feast/default.asp). Finally, we note an
October 2004 media report of a U.S. State Department news conference during which an
administrator stated that Pakistan took over Chevron’s oil concessions in Sudan.

    In light of the fact that the U.S. State Department has identified Sudan and Syria as state
sponsors of terrorism, and both countries are subject to U.S. economic sanctions, please
describe for us all previous, current and anticipated contacts with

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November 22, 2005

Page 2

    Syria and Sudan, whether through subsidiaries, joint ventures, affiliates, investments or other
direct or indirect arrangements.

    2.     Please discuss the materiality of your contacts with Sudan and Syria, and whether your
contacts with those countries constitute a material investment risk for your security holders.
In preparing your response please consider that evaluations of materiality should not be based
solely on quantitative factors, but should include consideration of qualitative factors that a
reasonable investor would deem important in making an investment decision, including the
potential impact of corporate activities upon a company’s reputation and share value. In this
regard, we note that Arizona and Louisiana have adopted legislation requiring divestment from,
or reporting of interests in, companies that do business with U.S.-designated state sponsors of
terrorism. We note also that Illinois and New Jersey have adopted legislation requiring
divestment from, or reporting of interests in, companies that do business with Sudan, and
several other states recently have proposed similar legislation.

          On page 3 of the 2004 Form 10-K, we disclose that we conduct operations in the United States
and about 180 countries around the world. We do not list all the countries in which we have
operations, as often our operations in a particular country are immaterial to Chevron as a whole.
As noted on page 4 of the 2004 Form 10-K, the company’s operations can be affected by changing
economic, regulatory and political environments, including acts of violence or strained relations
between a host country and the company or other governments. As noted on page FS-3 of the 2004
Form 10-K, the company monitors developments closely in the countries in which it operates and
attempts to manage risks in operating its facilities and business. Because of the pervasiveness of
trade regulation, the company’s risk management function includes an active compliance program in
this area.

          The portion of the 2004 Form 10-K beginning on page 11 under the heading “Review of Ongoing
Exploration and Production Activities in Key Areas” is accurate; we note that this section comments
on continuing upstream operations, defined on page 3 of the 2004 Form 10-K as exploration and
production of crude oil, natural gas liquids and natural gas, in areas of significance to the
company. The company has no current upstream activity in Syria or Sudan.

          The part of the world in which Syria and Sudan are located has long been an area of activity
for energy companies, especially in the extraction of crude oil and natural gas. As a large
company, from time to time we may receive or consider proposals for a number of business
opportunities in this area, only a small portion of which are pursued. We (including for this
purpose the companies we have acquired, such as Gulf, Texaco and, most recently, Unocal) have in
the past made upstream investments in Syria and Sudan and possess geophysical data relating to
crude oil and natural gas deposits in one

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November 22, 2005

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or both countries. Our history in Syria and Sudan stretches back many years. We provide a brief
summary of this history in Annex A to this letter, including details of the disposition of our
upstream interests in Sudan.

          The company has no offices, no assets and no employees stationed in Syria or Sudan. Without
limiting the foregoing statement, we do not conduct a lubricants business in Syria, and the website
reference in question will be corrected. We have no current plans to make investments in either
country, although we have made filings in both Syria and Sudan to protect our intellectual property
rights, such as our trademarks.

          In the ordinary course of conducting global operations, we have business activities that
relate in some fashion to Syria and Sudan. The size and scope of these activities are
quantitatively immaterial to Chevron and, in management’s judgment, do not pose any significant
operational or reputational risk. In that regard, we have reviewed the state legislation
referenced in your comment letter, and, as more fully discussed
below, do not believe it impacts
the company. Following is a description of the activities we have identified that relate to Syria
or Sudan. (Amounts described below refer to United States dollars unless otherwise stated.)

          Part of our business involves trading crude oil. Our trading business facilitates our crude
oil marketing activity, including the purchase and sale of crude oil cargoes, fulfillment of our
supply arrangements with respect to physical delivery location and crude oil specifications and the
purchase of crude oil to supply our refining system. The physical composition of crude oil varies
— most significantly in density and sulfur content — by region and sometimes by field. Refineries
require crude oil inputs with specific characteristics in order to produce particular refined
products. For instance, denser or “heavier” crude oil requires additional processing steps that
may not be available at certain refineries to produce higher value products. Also, the presence of
other minerals naturally occurring in crude oil can limit its suitability for certain refined
products, such as lubricants or petrochemical feedstocks. The provenance of crude oil is
accordingly taken into consideration in trading crude oil for desired characteristics. Often, a
refinery’s input requirements will necessitate a blend of crude oils from diverse locations.

          Our activities include trading cargoes of crude oil that are of Syrian origin. We purchase
Syrian-origin crude oil from resellers, which, through February 2002, included a Syrian entity,
Sytrol. In a small number of instances, we have arranged for third-party chartered ships to pick
up crude oil from Syrian ports. Chevron and Texaco purchased and resold approximately $600 million
of Syrian-origin crude oil over a ten-year period from 1995 through 2004, of which approximately
$80 million was in the period from 2002 to 2004. In this three-year period, the purchases of
Syrian-origin crude oil represented less than 0.5 percent of Chevron and Texaco’s total purchases
in each year. We did not identify any trading of crude oil of Sudanese origin in this three-year
period.

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          On two occasions in the past three years, our transport business outchartered a vessel to
affiliates of BP plc and Exxon Mobil Corporation, each of which, according to our records, picked
up crude oil in a Syrian port and delivered it to western European ports on the Mediterranean Sea.
Outchartering means that a Chevron subsidiary leased a crude oil cargo ship owned or partially
owned by a Chevron subsidiary to a third party for that third party’s use in a single voyage, or it
arranged for another party to provide the vessel.

          Our
fuel and marine marketing business purchased approximately
$24 million-worth of vacuum
gas oil of Syrian origin from a non-Syrian reseller in July 2005. Vacuum gas oil is an
intermediate by-product of the process of refining crude oil into gasoline.

          We do not purchase or sell any refined products from or to Syria or Sudan. We have supplied
refined products and lubricants outside of Syria and Sudan to customers that have a connection to
one of those countries. For example, we have been informed that certain non-U.S. subsidiaries
supplied aviation fuel in Africa to aircraft registered in Sudan. The total invoiced amount of the
fuel provided was less than $10,000. Additionally, in support of international humanitarian
efforts in Sudan, we refuel planes chartered by the United Nations’ World Food Programme (WFP), the
International Committee of the Red Cross (ICRC) and other smaller charities out of our Lokichokio,
Kenya facilities; these planes fly from Kenya to Sudan carrying food and humanitarian supplies.
Our Caltex Uganda subsidiary supplies automobile fuel and liquid propane gas to international
humanitarian agencies locally in Uganda, including the WFP, the ICRC, the United Nations High
Commissioner for Refugees and the U.S. Agency for International Development. While fuel is
supplied only in Uganda, we believe some of these humanitarian organizations may drive their
automobiles into Sudan. We have also done business with an aviation fuel broker based outside of
Syria who we believe is a Syrian national. These transactions involve fuel nominations for cargo
aircraft lifting in Africa.

          Our lubricants business has sold product outside of Syria to ships in the Mediterranean Sea
that are beneficially owned by Syrian interests or registered in Syria. The total amount of these
sales since 2002 is less than $1 million.

          In Australia, our Caltex subsidiary sold about $100,000-worth of agricultural spray oil to a
company registered in Gibraltar. This single purpose product, D-C-Tron Plus, is a highly refined
base oil with an emulsifier package that may also contain an antioxidant. It is a pesticide used
to protect citrus and other horticultural crops from whiteflies, thrips, mites and scale. It has
neglible toxicity to humans and other vertebrates, and in the field is broken down by sunlight and
micro-organisms in a short time span. We believe that the Gibraltar company later sold the
horticultural spray to a Syrian entity.

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          A French subsidiary, Chevron Oronite S.A. (“COSA”), has made sales of additives to Mobil
Africa Sales Inc., an affiliate of Exxon Mobil, and Projextrade, which we believe may be using the
additives for refinery operations in Syria. In addition, COSA has sold additives to the Homs
refinery in Syria. The aggregate amount of these direct and indirect sales since 2002 was
approximately
€20 million.
Since 2002, COSA has also sold approximately $740,000 of product to Shell Sudan,
an affiliate of Royal Dutch Shell plc.

          Our
50 percent-owned affiliate, Chevron Phillips Chemical Company LLC (“CPChem”), owns a 49
percent interest in Qatar Chemical Company Ltd., a Qatar corporation (“Q-Chem”), through its
affiliate, Chevron Phillips Chemical International Qatar Holdings LLC. Q-Chem produces
polyethylene, a basic petrochemical commodity, and sells it to Qatar Petrochemical Company, which
in turn, we believe, may ship the product to Syria. The value of these sales was approximately $32
million in the past three years. Additionally, we understand that Q-Chem made direct sales of
approximately $50,000-worth of polyethylene to Syrian customers in 2003.

          From 2001 through 2002, another CPChem affiliate, Chevron Phillips Chemicals International
N.V., a Belgium corporation (“CPCI”), arranged for the sale of a styrene-butadiene-copolymer
product (similar to its K-Resin® product), produced in Japan, to the Harco Group in Belgium. We
believe that the Harco Group then resold this product to a Syrian entity. These sales were worth a
total of approximately $102,000. K-Resin® is used in insulation products, food and drink
packaging, CD cases, DVD cases, cassettes, clothes hangers, toys, candy wrappers and various
automotive, electronics and appliance applications. During the same period, CPCI sold
approximately $10,000 of Drispac® Polymer, and $90,000 of Flowzan® Biopolymer, a xanthan gum, to
MI-Drilling Fluids UK Ltd. Drispac® Polymer is a water-soluble polymer that is widely used in
various applications, including drilling fluids. Although xanthan gum is generally used as a food
additive, off-spec xanthan gum is often used to change the viscosity of drilling fluid. We
understand that MI Drilling Fluids UK Ltd. ultimately delivered these products to Sudan.

          Chevron Phillips Chemical Company LP, another CPChem affiliate, sold a small quantity (we
understand that it is about the volume held by a spray bottle) of an odor-masking product to Conoco
Syria for approximately $1,000 in 2002. This product is used to cover the strong smell of the
agent used to odorize natural gas if it should leak from a drum.

          State Divestment Legislation

          We have reviewed the state legislation you referenced in your comment letter. The Illinois
and New Jersey legislation passed this year generally prohibits specified covered entities, such as
state pension funds, from investing in companies that do business in or with Sudan. New Jersey’s
law, we note, expressly excepts humanitarian activities from its application. Based on our review
of the contacts identified above, we

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believe that our contacts with Sudan are very limited and we do not think we would be considered to
be doing business with Sudan under these states’ investment laws.

          Arizona and Louisiana’s laws passed this year apply to companies doing business with Syria and
Sudan, among other countries. We note that both Arizona and Louisiana’s laws do not require
affirmative divestment of investments in companies determined to be covered by their respective
laws; both states’ statutes require a report to the respective legislatures by the covered
investment entities. We acknowledge that states such as Arizona and Louisiana are paying attention
to and permit covered funds to give weight to the fact that companies may be doing business with
specified countries. However, because our contacts with these countries do not rise to a level of
significance that require discussion in our periodic filings with the Commission, we do not believe
that they are large enough in size or scope to garner undue attention by investors under these