SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                 FORM 8-K

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




Date of the Report:      July 7, 1994       Commission file number 1-5805

                       CHEMICAL BANKING CORPORATION            
          (Exact name of registrant as specified in its charter)








          Delaware                           13-2624428      
(State or other jurisdiction             (I.R.S. Employer
     of incorporation)                  Identification No.)




  270 Park Avenue, New York, New York              10017-2070
   (Address of principal executive offices)        (Zip Code)




     Registrant's telephone number, including area code (212) 270-6000


Items 5.  Other Events

     On July 1, 1994, Chemical Bank, National Association announced that its 
wholly-owned subsidiary completed its tender offer for all of the 
outstanding common stock and any and all of the outstanding depositary shares 
representing the preferred stock of Margaretten Financial Corporation and 
that all shares that were validly tendered and not withdrawn prior to the
expiration of the offer were accepted for payment as of 12:00 midnight 
New York City time, on Thursday, June 30, 1994.  As of 12:00 midnight on 
June 30, 1994, when the offer expired, approximately 13,121,070 shares of 
common stock and 1,522,317 depositary shares representing the preferred stock
of Margaretten had been tendered and not withdrawn, representing
approximately 99% and 95% of outstanding common shares and depositary 
shares, respectively.

A copy of the Company's press release dated July 1, 1994 is incorporated
herein.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

The following exhibit is filed with this Report:

Exhibit Number               Description

28A                          Press Release dated July 1, 1994




                                 SIGNATURE




         Pursuant to the requirements 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.

                             CHEMICAL BANKING CORPORATION
                                    (Registrant)



Dated:  July 7, 1994                By     /s/John B. Wynne      
                                            John B. Wynne
                                             Secretary



                               EXHIBIT INDEX



Exhibit Number               Description

28A                          Press Release dated July 1, 1994

Investor Contacts:    John Borden        Press Contacts:     Ken Herz
                      (212) 270-7318                         (212) 270-4612
                      Melissa Ciotoli                        Judy Walsh
                      (212) 270-7334                         (212) 270-2914
                      Terry Mangan
                      (212) 270-7331


                                         For Immediate Release
                                         Friday, July 1, 1994


                 CHEMICAL COMPLETES OFFER FOR MARGARETTEN


     New York, July 1-- Chemical Bank, National Association announced today
that its wholly-owned subsidiary has completed its tender offer for all of 
the outstanding common stock and any and all of the depositary shares 
representing the preferred stock of Margaretten Financial Corporation and 
that all shares that were validly tendered and not withdrawn prior to the 
expiration of the offer were accepted for payment, with such payment
to be made as promptly as practicable.

     As of 12:00 midnight on June 30, 1994, when the offer expired, 
approximately 13,121,070 shares of common stock and 1,522,317 depositary 
shares representing the preferred stock of Margaretten had been tendered 
and not withdrawn, representing approximately 99% and 95% of outstanding 
common shares and depositary shares, respectively.

     Shares of common stock and depositary shares not tendered to Chemical in
the tender offer will be converted to cash through a merger.  Based on the 
number of shares of common stock and depositary shares tendered, Chemical 
said that it intends to effect such merger later this month by means of a 
"short form" merger under Delaware law, which permits such merger to be 
effected without shareholder approval.

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