Chevron 2.19.08

Company Name: Chevron Corp.
Public Availability Date: February 19, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 20, 2007

By Overnight Delivery

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

RE: Excluding a Stockholder Proposal For Right of Stockholders to Call Special Meetings

Dear Sir or Madam:

We are submitting this letter pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended, and requesting that the Staff of the Division of Corporation Finance (the "Staff") confirm that it will not recommend any enforcement action if Chevron Corporation excludes a stockholder proposal (the "2008 Proposal") submitted to it by Mr. Nick Rossi (the "Proponent") from Chevron's 2008 definitive proxy materials. Chevron expects to file its 2008 definitive proxy materials on or about April 11, 2008. We are enclosing seven copies of this letter and its attachments and are concurrently sending a complete copy to Mr. John Chevedden, the Proponent's representative.

Summary

We respectfully submit that Chevron may exclude the 2008 Proposal from its 2008 definitive proxy materials under Rule 14a-8(i)(10) as "substantially implemented" for the reasons discussed below. However, Chevron's Board of Directors is not scheduled to meet to take any action until after Chevron's deadline for submitting a no-action letter request. Accordingly, we are requesting that, if the Board of Directors acts as described below to substantially implement the 2008 Proposal, the Staff concur that Chevron may exclude the 2008 Proposal from its 2008 definitive proxy materials. We intend to supplement this request immediately following the next Board of Director's meeting.

The 2008 Proposal

The 2008 Proposal requests that the Board of Directors amend Chevron's bylaws "and any other appropriate governing documents to give holders of 10% to 25% of [Chevron's] outstanding common stock the power to call [for] a special shareholder meeting, in compliance with applicable law."

A copy of the 2008 Proposal, its supporting statement and the Proponent's related correspondence is attached to this letter as Exhibit A.

Basis for ExclusionRule 14a-8(i)(10)

Rule 14a-8(i)(10) permits a company to exclude a stockholder proposal if the company has substantially implemented the proposal. The Securities and Exchange Commission (the "Commission") stated in 1976 that the predecessor to Rule 14a-8(i)(10) "is designed to avoid the possibility of stockholders having to consider matters which have already been favorably acted upon by the management." Exchange Act Release No. 34-12598 (July 7, 1976). The Commission has refined Rule 14a-8(i)(10) over the years. In the 1983 amendments to the proxy rules, the Commission indicated:

In the past, the [S]taff has permitted the exclusion of proposals under Rule 14a-8(c)(10) only in those cases where the action requested by the proposal has been fully effected. The Commission proposed an interpretative change to permit the omission of proposals that have been "substantially implemented by the issuer." While the new interpretative position will add more subjectivity to the application of the provision, the Commission has determined the previous formalistic application of this provision defeated its purpose. Exchange Act Release No. 34-20091, at II.E.5. (Aug. 16, 1983) (the "1983 Release").

The 1998 amendments to the proxy rules, which implemented current Rule 14a-8(i)(10), reaffirmed this position. See Exchange Act Release No. 40018 at n.30 and accompanying text (May 21, 1998). Consequently, as noted in the 1983 Release, in order to be excludable under Rule 14a-8(i)(10), a stockholder proposal need only be "substantially implemented," not "fully effected."

Applying this standard, the Staff has stated that "a determination that the company has substantially implemented the proposal depends upon whether [the company's] particular policies, practices and procedures compare favorably with the guidelines of the proposal." Texaco, Inc. (available Mar. 28, 1991). In the case of proposed amendments to a company's governing instruments, the Staff has consistently permitted companies to exclude proposals under Rule 14a-8(i)(10) when the company has already amended its governing instruments in the manner suggested by the proposal. See, for example, Honeywell International Inc. (available Jan. 31, 2007) (proposal requesting that board amend governing instruments to require that any future or current poison pill be subject to shareholder vote); The Dow Chemical Co. (available Mar. 2, 2006) (proposal requesting that board amend governing instruments to declassify board); Southwest Airlines Co. (available Feb. 10, 2005) (same); Sprint Corp. (available Jan. 18, 2005) (same). The Staff has also consistently permitted companies to exclude proposals under Rule 14a-8(i)(10) when the company's board has resolved to seek stockholder approval at the next annual meeting to affect an amendment in the manner requested by the proposal. See, for example, Chevron Corp. (available Feb. 15, 2007) (proposal requesting that board amend governing instruments to eliminate supermajority vote provisions); FedEx Corp. (available June 26, 2006) (same); Pfizer Inc. (available Jan. 31, 2006) (same); Northrop Grumman Corp. (available Mar. 22, 2005) (proposal requesting that the board amend governing instruments to declassify board). Moreover, the Staff has consistently granted no-action relief under Rule 14a-8(i)(10) where a company intends to exclude a proposal on the grounds that its board of directors is expected to take certain action that will substantially implement the proposal and then supplements its request for no-action relief by notifying the Staff after the action has been taken by the board. See, for example, Hewlett-Packard Co. (avail. Dec. 11, 2007) (granting no-action relief where the company notified the Staff of its intention to omit a stockholder proposal under Rule 14a-8(i)(10) because the board of directors was expected to take action that substantially implemented the proposal and the company supplementally notified the Staff of the board action); The Dow Chemical Co. (available Feb. 26, 2007) (same); Johnson & Johnson (available Feb. 13, 2006) (same).

We expect that Chevron's Board of Directors will consider, at its next scheduled meeting, an amendment to Chevron's By-Laws to permit stockholders owning at least 25 percent of Chevron's common stock to call for a special meeting of stockholders. The Board of Directors is not scheduled to meet, however, until after Chevron's deadline for submitting a no-action letter request to exclude the 2008 Proposal from its definitive proxy materials. Accordingly, we are requesting that, if the Board of Directors adopts a By-Law amendment to permit stockholders owning at least 25 percent of Chevron's common stock to call for a special meeting of stockholders, the Staff concur that Chevron will have substantially implemented the 2008 Proposal and thus may exclude the 2008 Proposal from Chevron's 2008 definitive proxy materials. We intend to supplement this request immediately following the next Board of Director's meeting and will at that time confirm whether the Board adopted a By-law amendment as described above.

If the Staff has any questions with respect to the foregoing, please contact me at 925-842-2796 or Rick E. Hansen at 925-842-2778. We may also be reached by facsimile at 925-842-2846 and would appreciate it if you would send your response to us by facsimile to that number. The Proponent's representative, Mr. John Chevedden, can be reached by email at olmstead7p@earthlink.net.

Please acknowledge receipt of this letter and the enclosures by date-stamping one of the enclosed copies of this letter and returning it to me in the enclosed envelope.

Sincerely yours,

/s/

Christopher A. Butner
Assistant Secretary and Counsel

Enclosures

cc: Lydia I. Beebe
Charles A. James

[INQUIRY LETTER]

EXHIBIT A

P.O Box 249
Boonville, CA 95415-0249

Mr. David J. O'Reilly
Chairman
Chevron Corporation (CVX)
6001 Bollinger Canyon Rd
San Ramon CA 94583

Rule 14a-8 Proposal

Dear Mr. O'Reilly,

This Rule 14a-8 proposal is respectfully submitted in support of the long-term performance of our company. This proposal is submitted for the next annual shareholder meeting. Rule 14a-8 requirements are intended to be met including the continuous ownership of the required stock value until after the date of the respective shareholder meeting and the presentation of this proposal at the annual meeting. This submitted format, with the shareholder-supplied emphasis, is intended to be used for definitive proxy publication. This is the proxy for John Chevedden and/or his designee to act on my behalf regarding this Rule 14a-8 proposal for the forthcoming shareholder meeting before, during and after the forthcoming shareholder meeting. Please direct all future communication to John Chevedden at:

olmsted7p (at) earthlink.net
(In the interest of company efficiency and cost savings please communicate via email.)
PH: 310-371-7872
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278

Your consideration and the consideration of the Board of Directors is appreciated in support of the long-term performance of our company. Please acknowledge receipt of this proposal by email.

Sincerely,

/s/

cc: Lydia I. Beebe
Corporate Secretary
PH: 925 842-1000
FX: 925 842-3530
F: 925-842-2846

Christopher Butner<cbutner@chevron.com>
Assistant Corporate Secretary

[CVX: Rule 14a-8 Proposal, October 21, 2007]

3 - Special Shareholder Meetings

RESOLVED, Shareholders ask our board to amend our bylaws and any other appropriate governing documents to give holders of 10% to 25% of our outstanding common stock the power to call a special shareholder meeting, in compliance with applicable law. This proposal favors 10% from the above range.

Special meetings allow investors to vote on important matters, such as a takeover offer, that can arise between annual meetings. If shareholders cannot call special meetings, management may become insulated and investor returns may suffer.

Shareholders should have the ability to call a special meeting when they think a matter is sufficiently important to mefit expeditious consideration. Shareholder control over timing is especially important in the context of a major acquisition or restructuring, when events unfold quickly and issues may become moot by the next annual meeting.

Fidelity and Vanguard are among the mutual funds supporting a shareholder right to call a special meeting. The proxy voting guidelines of many public employee pension funds, including the New York City Employees Retirement System, also favor preserving this right. Governance ratings services, such as The Corporate Library and Governance Metrics International, take special meeting rights into account when assigning company ratings.

Eighteen (18) proposals on this topic averaged 56%-support in 2007 - including 74%-support at Honeywell (HON).

Nick Rossi, Boonville, Calif., who sponsored a number of proposals on this topic, said the merits of adopting this proposal should also be considered in the context of our company's overall corporate governance structure and individual director performance. For instance in 2007 the following structure and performance issues were reported (and certain concerns are noted):

We had no Independent Chairman - Independent oversight concern.

Poison pill: Our directors can adopt a poison pill and prevent us from ever voting on it.

Cumulative voting was not allowed.

Mr. Nun and Mr. Armacost, holding titles of CEO or Chairman elsewhere, also held 4 or 5 director seats each - Over-extension concern.

Mr. Armacost, our Lead Director, and Mr. Ginn had 25 years and 18 years tenure respectively - Independence concern.

Messrs. Nun, Sugar and Sharer were designated as "Accelerated Vesting" directors by The Corporate Library due to their involvement with boards that accelerated stock option vesting in order to avoid recognizing the related expense.

The above concerns shows there is room for improvement and reinforces the reason to take one step forward now and vote yes:

Notes:

Nick Rossi, P.O. Box 249, Boonville, Calif. 95415 sponsors this proposal.

The above format is requested for publication without re-editing or re-formatting.

The company is requested to assign a proposal number (represented by "3" above) based on the chronological order in which proposals are submitted. The requested designation of "3" or higher number allows for ratification of auditors to be item 2.

This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15, 2004 including:

Accordingly, going forward, we believe that it would not be appropriate for companies to exclude supporting statement language and/or an entire proposal in reliance on rule 14a-8(i)(3) in the following circumstances:

the company objects to factual assertions because they are not supported;

the company objects to factual assertions that, while not materially false or misleading, may be disputed or countered;

the company objects to factual assertions because those assertions may be interpreted by shareholders in a manner that is unfavorable to the company, its directors, or its officers; and/or

the company objects to statements because they represent the opinion of the shareholder proponent or a referenced source, but the statements are not identified specifically as such.

See also: Sun Microsystems, Inc, (July 21, 2005).

Please note that the title of the proposal is part of the argument in favor of the proposal. In the interest of clarity and to avoid confusion the title of this and each other ballot item is requested to be consistent throughout all the proxy materials.

Please advise if there is any typographical question.

Stock will be held until after the annual meeting and the proposal will be presented at the annual meeting.

Please acknowledge this proposal promptly by email and advise the most convenient fax number and email address to forward a broker letter, if needed, to the Corporate Secretary's office.

[INQUIRY LETTER]

Via Electronic and Overnight Delivery

February 1, 2008

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

RE: Excluding a Stockholder Proposal For Right of Stockholders to Call Special Meetings from Chevron Corporation's 2008 Definitive Proxy Materials

Dear Sir or Madam:

We refer you to our letter, dated December 20, 2007, requesting that the Staff of the Division of Corporation Finance (the "Staff") confirm that it will not recommend any enforcement action if Chevron Corporation excludes a stockholder proposal (the "2008 Proposal") submitted to it by Mr. Nick Rossi (the "Proponent") from Chevron's 2008 definitive proxy materials. The 2008 Proposal requests that Chevron's Board of Directors amend Chevron's By-Laws "and any other appropriate governing documents to give holders of 10% to 25% of [Chevron's] outstanding common stock the power to call [for] a special shareholder meeting, in compliance with applicable law."

In our original no-action letter request, we indicated that Chevron may exclude the 2008 Proposal from its definitive proxy materials under Rule 14a-8(i)(10) (substantially implemented) because Chevron's Board would be considering an amendment to Chevron's By-Laws that would substantially implement the 2008 Proposal. The purpose of this supplemental letter is to confirm that at a meeting on January 30, 2008, Chevron's Board approved an amendment to Chevron's By-laws to allow holders of at least 25 percent of Chevron common stock to cause the Chairman of the Board or Secretary to call a special meeting of stockholders (the "By-Law Amendment," filed with the SEC as an exhibit to the Current Report on Form 8-K on February 1, 2008, and attached hereto as Exhibit A).

The By-Law Amendment

The By-Law Amendment adopted by Chevron's Board on January 30, 2008, provides, in relevant part, that:

special meetings of the stockholders shall be called by the Chairman of the Board or the Secretary upon the written request of stockholders owning at least 25 percent of Chevron's common stock then outstanding and entitled to vote;

a written request for special meeting must satisfy certain requirements as to form;

stockholders may revoke their written request for a special meeting at any time; and

the Chairman of the Board or Secretary shall not call a special meeting of stockholders if (i) the Board has called or calls for an annual meeting of stockholders and the purpose of the annual meeting includes the purpose specified in the written request for special meeting or (ii) an annual or special meeting was held not more than 12 months before the request to call the special meeting was received and such annual or special meeting included the purpose specified in the request.

Basis for ExclusionRule 14a-8(i)(10) (Substantially Implemented)

As we discussed in our original no-action letter request, Rule 14a-8(i)(10) permits a company to exclude a stockholder proposal if the company has substantially implemented the proposal. Applying this standard, the Staff has stated that "a determination that the company has substantially implemented the proposal depends upon whether [the company's] particular policies, practices and procedures compare favorably with the guidelines of the proposal." Texaco, Inc. (available Mar. 28, 1991). Under Rule 14a-8(i)(10), substantial implementation requires that a company's actions satisfactorily address the "essential objective" of the proposal. See, for example, Hewlett-Packard Co. (available Dec. 11, 2007) (same proposal as that at issue here); Honeywell International Inc. (available Jan. 31, 2007) (proposal requesting that board amend governing instruments to require that any current or future poison pill be subject to stockholder vote); The Dow Chemical Co. (available Mar. 2, 2006) (proposal requesting that board amend governing instruments to declassify board).

The By-Law Amendment substantially implements the 2008 Proposal and, accordingly, the 2008 Proposal may be excluded from Chevron's definitive proxy materials under Rule 14a-8(i)(10). The 2008 Proposal requests that Chevron's Board amend Chevron's By-Laws "and any other appropriate governing documents to give holders of 10% to 25% of [Chevron's] outstanding common stock the power to call [for] a special shareholder meeting, in compliance with applicable law." As described above, the By-Law Amendment provides that a special meeting of stockholders shall be called by the Chairman of the Board or Secretary upon the written request of the holders of at least 25 percent of Chevron's common stock then outstanding and entitled to vote on the matter or matters to be brought before the proposed special meeting. Thus, the "essential objective" of the 2008 Proposal is to permit the holders of 25 percent of Chevron's common stock to cause a meeting of stockholders to be held, which the stockholders were not empowered to do prior to the Board's adoption of the By-Law Amendment. Consequently, the By-Law Amendment substantially implements the essential objective of the 2008 Proposal by permitting the holders of at least 25 percent of Chevron's common stock to cause a special meeting of the stockholders to be held.

The only material difference between the 2008 Proposal and the By-Law Amendment (which difference was not proscribed by the 2008 Proposal) is the limited circumstances under which the Chairman of the Board or Secretary will not call a special meeting of stockholderswhen

(i) the Board has called or calls for an annual meeting of stockholders and the purpose of the annual meeting includes the purpose specified in the written request for special meeting, or

(ii) an annual or special meeting was held not more than 12 months before the request to call the special meeting was received and such annual or special meeting included the purpose specified in the written request for special meeting.

These reasonable limitations on the power of stockholders to call for a special meeting were included in the By-Law Amendment to avoid the costs and burdens on Chevron and its stockholders associated with holding a special meeting to consider the same business that has recently been or is about to be considered at an annual or special meeting. Chevron's Board, in adherence to its fiduciary responsibilities to Chevron's stockholders, is responsible for conserving company resources and costs when possible and, where necessary, minimizing the number of meetings where stockholders are asked to consider the same or substantially similar matters. The Securities and Exchange Commission (the "Commission"), in adopting various substantive bases for the exclusion of stockholder proposals, has noted similar concerns with stockholders having to consider the same issues repeatedly. For example, the Commission stated in 1976 that the predecessor to Rule 14a-8(i)(10) was "designed to avoid the possibility of shareholders having to consider matters which have already been favorably acted upon by management." Exchange Act Release No. 12598 (July 7, 1976) (the "1976 Release"). The Commission offered a similar reason for adopting Rule 14a-8(i)(11), which allows the exclusion of a proposal that "substantially duplicates another proposal previously submitted to the company by another proponent that will be included in the company's proxy materials for the same meeting." In the 1976 Release, the Commission noted that the purpose of the exclusion was to "eliminate the possibility of shareholders having to consider two or more substantially identical proposals ...." Similarly, by adopting the above described reasonable limitations on the power of stockholders to call for a special meeting, Chevron's Board is seeking to avoid asking stockholders to consider the same business that has recently been or is about to be considered at an annual or special meeting.

We respectfully direct the Staff's attention to its recently issued decision in Hewlett-Packard Co. (available Dec. 11, 2007). (For the Staff's convenience, we have attached a copy of this letter as Exhibit B.) There the Staff permitted HP to exclude from its forthcoming definitive proxy materials a proposal the same as the 2008 Proposal. HP's Board adopted an amendment to the company's bylaws permitting the holders of at least 25 percent of HP's stock to cause its board to call a special meeting of stockholders. HP's bylaw amendment also included reasonable limitations on the power of stockholders to call for a special meetingwhere the board determines in good faith that the specific business requested to be addressed at the proposed special meeting will be addressed at an upcoming annual meeting within 90 days. Despite this apparent deviation from the proposal (which was not proscribed by the proposal), the Staff concurred that by proactively adopting a bylaw amendment, HP had substantially implemented the proposal.

Conclusion

As noted above, the underlying purpose of Rule 14a-8(i)(10) is to "avoid the possibility of shareholders having to consider matters which already have been favorably acted upon by the management."

Exchange Act Release No. 12598 (July 7, 1976). We respectfully submit that an objective comparison of the 2008 Proposal with Chevron's By-Law Amendment demonstrates that Chevron has addressed the essential objective of the 2008 Proposal. Having done so, it is therefore unnecessary for stockholders to consider the 2008 Proposal. We respectfully request that the Staff confirm that it will not recommend any enforcement action if Chevron excludes the 2008 Proposal from its definitive proxy materials.

Pursuant to Rule 14a-8(j), enclosed herewith are six (6) copies of this supplemental letter and its attachments. Also, in accordance with Rule 14a-8(j), a copy of this supplemental letter and its attachments are being mailed on this date to the Proponent's representative.

Please acknowledge receipt of this letter and the enclosures by date-stamping one of the enclosed copies of this letter and returning it to me in the enclosed envelope.

Sincerely yours,

/s/

Christopher A. Butner
Assistant Secretary and Counsel

Enclosures

cc: Lydia I. Beebe
Charles A. James

[INQUIRY LETTER]

Via Electronic and Overnight Delivery

February 8, 2008

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

RE: Excluding a Stockholder Proposal For Right of Stockholders to Call Special Meetings from Chevron Corporation's 2008 Definitive Proxy Materials

Dear Sir or Madam:

We refer you to our letters, dated December 20, 2007 and February 1, 2008, requesting that the Staff of the Division of Corporation Finance (the "Staff") confirm that it will not recommend any enforcement action if Chevron Corporation excludes a stockholder proposal (the "2008 Proposal") submitted to it by Mr. Nick Rossi (the "Proponent") from Chevron's 2008 definitive proxy materials. The 2008 Proposal relates to special meetings. In our prior letters to you we indicated that Chevron may exclude the 2008 Proposal from its definitive proxy materials under Rule 14a-8(i)(10) (substantially implemented) because Chevron's Board had approved an amendment to Chevron's By-Laws that would substantially implement the 2008 Proposal (the "By-Law Amendment").

We have received a copy of Mr. John Chevedden's correspondence to the Staff on behalf of the Proponent, dated February 6, 2008. Mr. Chevedden argues that Chevron has not substantially implemented the 2008 Proposal because the By-Law Amendment (i) is too vague as it prescribes limited circumstances under which the Chairman of the Board or Secretary shall not call a special meeting and (ii) improperly empowers the Board to determine the date, time and place of the special meeting.

Mr. Chevedden's arguments expand the nature and scope of the 2008 Proposal, which requests only that: Chevron's Board amend Chevron's By-Laws "and any other appropriate governing documents to give holders of 10% to 25% of [Chevron's] outstanding common stock the power to call [for] a special shareholder meeting, in compliance with applicable law." Neither the resolution nor the supporting statement references a preferred form of bylaw amendment or any proscriptions on the content or details of the bylaw amendment. Chevron's By-Law Amendment is consistent with the "essential objective" and call of the 2008 Proposal.

As we noted in our February 1, 2008 letter to the Staff, under the By-Law Amendment adopted by the Chevron Board, the Chairman of the Board or Secretary will not call a special meeting of stockholders when (i) the Board has called or calls for an annual meeting of stockholders and the purpose of the annual meeting includes the purpose specified in the written request for special meeting, or (ii) an annual or special meeting was held not more than 12 months before the request to call the special meeting was received and such annual or special meeting included the purpose specified in the written request for special meeting.

Mr. Chevedden contends that these circumstances are too vague, that the "broad term `purpose' seems to grant the company an unlimited license to deny a shareholder-called special meeting because the same purpose could be applied to widely different topics." The sole purpose of this provision is to avoid the costs and burdens on Chevron and its stockholders associated with holding a special meeting to consider the same business that has recently been or is about to be considered at an annual or special meeting. The term "purpose" is well-understood and would be limited by a "reasonable" interpretation in any disagreements with stockholders on the application of that provision. The Staff has previously rejected Mr. Chevedden's objections under similar circumstances in Hewlett-Packard Co. (available Dec. 11, 2007).

Mr. Chevedden also contends that Chevron has not substantially implemented the 2008 Proposal because the By-Law Amendment improperly empowers the Board to determine the date, time and place of a special meeting. Again, we note that the 2008 Proposal is devoid of any preference for or constraints on the timing of any special meeting. In addition, the Staff has concurred under Rule 14a-8(i)(10) that a company has substantially implemented a proposal even if the board has altered the time period for the action requested in the proposal. See, for example, Honeywell International Inc. (available Jan. 31, 2007) (allowing exclusion under Rule 14a-8(i)(10) of a proposal requesting that any poison pill be put to a stockholder vote "as soon as possible" and "within 4-months" where the company already had a poison pill policy with a sunset provision in place, even though the proposal's supporting statement indicated that "[i]t is essential that a sunset provision not be used as an escape clause from a shareholder vote"). See also Sun Microsystems, Inc. (available Sept. 12, 2006); General Motors Corp. (available Apr. 5, 2006). Similarly, the Staff has permitted exclusion of stockholder proposals seeking to declassify a company's board of directors "expeditiously" when the company has determined to phase-in the declassification over a period of years. See, for example, Schering-Plough Corp. (available Feb. 2, 2006); Northrop Grumman Corp. (available Mar. 22, 2005).

The "essential objective" of the 2008 Proposal is to permit the holders of 25 percent of Chevron's common stock to cause a meeting of stockholders to be held. The By-Law Amendment does just that and therefore the 2008 Proposal may be excluded from Chevron's definitive proxy materials under Rule 14a-8(i)(10). We respectfully request that the Staff confirm that it will not recommend any enforcement action if Chevron excludes the 2008 Proposal from its definitive proxy materials.

If the Staff has any questions with respect to the foregoing, please contact me at 925-842-2796 or Rick E. Hansen at 925-842-2778. We may also be reached by facsimile at 925-842-2846 and would appreciate it if you would send your response to us by facsimile to that number. Mr. John Chevedden, can be reached at 310-371-7872.

Sincerely yours,

/s/

Christopher A. Butner
Assistant Secretary and Counsel

Enclosures

cc: Lydia I. Beebe
Charles A. James

[INQUIRY LETTER]

December 25, 2007

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

# 1 Chevron Corporation (CVX)
Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Special Shareholder Meetings
Nick Rossi

Ladies and Gentlemen:

The overly vague company December 20, 2007 no action request is inadequate in not even providing the date for the next Board of Directors meeting. Additionally the company request is overly vague for the purpose of rule 14a-8 because the company only "expects" that the board will "consider" an action somehow related to the topic of this rule 14a-8 proposal. Not even a rough draft is provided of any text that is speculated to be considered.

Thus at some future date there will be a board meeting where an expectation might not be fulfilled for the board to consider text somehow related to the topic of this proposal. However if the expectation meets the first hurdle and is considered, then the board could turnaround and reject text somehow related to the topic of this proposal.

This company stalling period, with a blackout on any additional information, will thus create a deadline burden for the Staff to make a decision on the eve of the company's proxy publication. And the proponent will also have a deadline burden in analyzing and responding to any text which the board might approve at the last minute on the eve of proxy publication.

For these reasons it is respectfully requested that concurrence not be granted to the company. It is also respectfully requested that the shareholder have the last opportunity to submit material in support of including this proposal - since the company had the first opportunity.

Sincerely,

John Chevedden

cc: Nick Rossi
Christopher A. Butner<CButner@chevron.com>

[INQUIRY LETTER]

February 5, 2008

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Chevron Corporation (CVX)
# 2 Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Special Shareholder Meetings
Nick Rossi

Ladies and Gentlemen:

The company December 20, 2007 no action request is finally now supplemented about 40-days later on February 1, 2008. However the company information provided is too vague for shareholders to determine whether they have a real right to call a special shareholder meeting or such a right in name only with vague and clever text subject to company-biased interpretation at the time it would be acted upon.

More information will follow.

For these reasons, and the December 25, 2007 reasons and the further reasons to be forwarded, it is respectfully requested that concurrence not be granted to the company. It is also respectfully requested that the shareholder have the last opportunity to submit material in support of including this proposal - since the company had the first opportunity.

Sincerely,

John Chevedden

cc: Nick Rossi
Christopher A. Butner<CButner@chevron.com>

[INQUIRY LETTER]

February 6, 2008

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Chevron Corporation (CVX)
# 3 Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Special Shareholder Meetings
Nick Rossi

Ladies and Gentlemen:

The company December 20, 2007 no action request is finally now supplemented about 40-days later on February 1, 2008. However the company information provided is too vague for shareholders to determine whether or not they have a real right to call a special shareholder meeting or such a right in name only with vague and clever text, subject to company-biased interpretation at the very time it would be acted upon.

The following company bylaw opt-out section is too vague for shareholders to determine whether or not it simply provides a catchall excuse to deny special meetings called for by shareholders under nearly all circumstances (bold added):

(i) the Board has called or calls for an annual meeting of stockholders and the purpose of such annual meeting includes the purpose specified in the request, or (ii) an annual or special meeting was held not more than 12 months before the request to call the special meeting was received which included the purpose specified in the request.

The company does not define whether its use of the term "purpose" to exclude a special shareholder-called meeting is narrowly defined or broadly defined. For instance does "purpose" refer to the exact same purpose or perhaps to a very broad category of purpose even if represented by an entirely deferent topic and sponsored by entirely different persons and entitles.

The company introduces the above bylaw section as "the limited circumstances." However the broad term "purpose" seems to grant the company an unlimited license to deny a shareholder-called special meeting because the same purpose could be applied to widely different topics.

In other words if shareholders called for a special meeting, the company could decide that the purpose of the meeting was to express dissatisfaction with management. Then the company could claim that there was a particular rule 14a-8 proposal voted at the previous annual meeting and that the purpose of the rule 14a-8 proposal was also to express dissatisfaction with management. Hence any shareholder-called special meeting could be denied if the purpose of such a meeting could be broadly claimed as to express dissatisfaction with management.

Additionally, the bylaw section states, "A special meeting requested by stockholders shall be held at such date, time and place as may be fixed by the Board." Hence the board would seem to have the unlimited authority to delay the scheduling of such a meeting until after its purpose became moot.

The company does not address its changes in text compared to the text of the bylaw in Hewlett-Packard Co. (December 11, 2007). Plus the shareholder rebuttal here is materially different than in Hewlett-Packard.

A copy of this letter is forwarded to the company in a non-PDF email. In order to expedite the rule 14a-8 process it is requested that the company forward any addition rule 14a-8 response in the same type format to the undersigned.

For these reasons, and the December 25, 2007 and February 5, 2008 reasons, it is requested that the staff find that this resolution cannot be omitted from the company proxy. It is also respectfully requested that the shareholder have the last opportunity to submit material in support of including this proposal - since the company had the first opportunity.

Sincerely,

John Chevedden

cc: Nick Rossi
Christopher A. Butner<CButner@chevron.com>

[INQUIRY LETTER]

February 11, 2008

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

# 4 Chevron Corporation (CVX)
Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Special Shareholder Meetings
Nick Rossi

Ladies and Gentlemen:

One significant point in the company's February 8, 2008 supplement is that it does not deny that this event (quoted from the proponent's February 6, 2008 letter) could occur under the company's window-dressing bylaw:

In other words if shareholders called for a special meeting, the company could decide that the purpose of the meeting was to express dissatisfaction with management. Then the company could claim that there was a particular rule 14a-8 proposal voted at the previous annual meeting and that the purpose of the rule 14a-8 proposal was also to express dissatisfaction with management. Hence any shareholder called special meeting could be denied if the purpose of such a meeting could be broadly claimed as to express dissatisfaction with management.

A copy of this letter is forwarded to the company in a non-PDF email. In order to expedite the rule 14a-8 process it is again requested that the company forward any addition rule 14a-8 response in the same type format to the undersigned.

For these reasons, and the December 25, 2007, February 5, 2008 and February 6, 2008 reasons and the further reasons to be forwarded, it is respectfully requested that concurrence not be granted to the company. It is also respectfully requested that the shareholder have the last opportunity to submit material in support of including this proposal - since the company had the first opportunity.

Further information will follow.

Sincerely,

John Chevedden

cc:

Nick Rossi
Christopher A. Butner<CButner@chevron.com>

[INQUIRY LETTER]

February 18, 2008

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

# 5 Chevron Corporation (CVX)
Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Special Shareholder Meetings
Nick Rossi

Ladies and Gentlemen:

An additional reason that the company bylaw amendment is moot is the text stating:

A special meeting requested by stockholders shall be held at [any?] such date, time and place as may be fixed by the Board.

Please compare this text to the text that another company used in 2008 on this topic which gave a time limit:

(c) A special meeting shall be held at such date, time and place within or without the state of Delaware as may be fixed by the board of directors; provided, however, that the date of any special meeting to be called pursuant to Section 3.03(b) shall be not more than ninety (90) days after the request to call the special meeting is received by the secretary.

This continues the text of the February 11, 2008 shareholder response letter:

In other words if shareholders called for a special meeting, the company could decide that the purpose of the meeting was to express dissatisfaction with management. Then the company could claim that there was a particular rule 14a-8 proposal voted at the previous annual meeting and that the purpose of the rule 14a-8 proposal was also to express dissatisfaction with management. Hence any shareholder called special meeting could be denied if the purpose of such a meeting could be broadly claimed as to express dissatisfaction with management.

For these reasons, and the December 25, 2007, February 5, 2008, February 6, 2008 and February 11, 2008 reasons, it is respectfully requested that concurrence not be granted to the company. It is also respectfully requested that the shareholder have the last opportunity to submit material in support of including this proposal - since the company had the first opportunity.

Sincerely,

John Chevedden

cc:

Nick Rossi
Christopher A. Butner<CButner@chevron.com>

[STAFF REPLY LETTER]

February 19, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Chevron Corporation
Incoming letter dated December 20, 2007

The proposal asks the board to amend the bylaws and any other appropriate governing documents to give holders of 10% to 25% of Chevron's outstanding common stock the power to call a special shareholder meeting.

There appears to be some basis for your view that Chevron may exclude the proposal under rule 14a-8(i)(10). Accordingly, we will not recommend enforcement action to the Commission if Chevron omits the proposal from its proxy materials in reliance on rule 14a-8(i)(10).

Sincerely,

/s/

Craig Slivka
Attorney-Adviser

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Company Name: Chevron Corp. Public Availability Date: February 19, 2008

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Company Name: Chevron Corp.
Public Availability Date: February 19, 2008