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:   June 20, 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 June 16, 1994, Chemical Bank, National Association announced today 
that its wholly-owned subsidiary is extending its tender offer for the common 
stock and preferred stock of Margaretten Financial Corporation until 
12:00 midnight, New York City time, on Thursday, June 30, 1994.

A copy of the Company's press release dated June 16, 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 June 16, 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: June 20, 1994              By    /s/ John B. Wynne              
                                         John B. Wynne
                                         Secretary



                            EXHIBIT INDEX



Exhibit Number                    Description

  28A                        Press Release dated June 16, 1994

Investor Contacts:    John Borden       Press Contacts:     Judy Walsh
                    (212) 270-7318                     (212) 270-2914
                    Melissa Ciotoli                         Ken Herz
                    (212) 270-7334                     (212) 270-4621
                    Terry Mangan
                    (212) 270-7331


                                   For Immediate Release
                                   Thursday, June 16, 1994


     New York, June 16 -- Chemical Bank, National Association announced today
that its wholly-owned subsidiary is extending its tender offer for the common
stock and preferred stock of Margaretten Financial Corporation until 12:00 
midnight, New York City time, on Thursday, June 30, 1994.  Chemical, which had 
earlier announced that it anticipated extending the offer to month-end, said 
the purpose of the extension was to facilitate accounting for the acquisition.

     As of 12:00 midnight on June 15, 1994, approximately 13,026,435 shares of
common stock and 1,490,224 depositary shares representing the preferred stock of
Margaretten Financial Corporation had been tendered and not withdrawn, 
representing over 97% and 93% of outstanding common shares and depositary 
shares, respectively.

     Chemical also announced that the financial condition to be satisfied by
Margaretten prior to Chemical's consummation of the offer relating to the 
amount of Margaretten's adjusted net tangible common equity and the level of 
its servicing portfolio (set forth in paragraph (h) of section 14 of the 
Offer to Purchase) has been satisfied for purposes of a June 30 completion of 
the offer.

     Chemical currently anticipates that there will be no further extension of
the offer beyond 12:00 midnight on June 30,1994, with payment for tendered 
shares to be made promptly thereafter.