Pricing Supplement No.38  Dated August 16,1994     Rule 424(b)(2)
(To Prospectus dated February 15, 1994 and      File No. 33-57104
Prospectus Supplement dated February 15, 1994)

CHEMICAL BANKING CORPORATION              AMENDEMENT

[X]	Senior Medium -Term Notes, Series C  Due From Nine
	Months to Thirty Years from Date of Issue

[  ]	Subordinated Medium Term Notes , Series A Due From
	Nine Months to Thirty Years from Date of Issue

	Principal Amount: $5,000,000
	Issue Price: 100%
	Commission or Discount: ($0.00)
	Proceeds to Company:  ($5,000,000.00)
	Agent:CSI. 

	Agent's Capacity:  [x]     As agent    [ ]  As principal
	
	If as principal
		[ ]   The Notes are being offered at varying prices to 
		        prevailing market prices at the time of sale

		[  ]   The Notes are being offered at a fixed initial public
		        offering price equal to the Issue Price (as a 
		        percentage of Principal Amount).

	Original Issue Date:	August 16, 1994
	Stated Maturity:	   	August 16, 2004
	
	Form:  [X]   Book-entry	[  ]   Certificated
	Currency:   U.S. Dollars

[ ]	Fixed Rate Note:
	Interest Rate:

[X]	Floating Rate Note:   CD[   ]   Commercial Paper Rate [   ]
			     Federal Fund Effective Rate [  ]
			     LIBOR Telerate [X]  LIBOR Reuter [  ]
			     Treasury Rate [ ]     Prime Rate   [  ]

	Initial Interest Rate:5.875        
 
	Int.Determ.Dates :      08/12/94; 02/14/95; 08/14/95; 02/14/96;		
     08/14/96; 02/14/97; 08/14/97; 02/13/98; 08/13/98; 02/12/99;
     08/12/99; 02/14/00; 08/14/00; 02/14/01; 08/14/01; 02/15/02;
     08/14/02; 02/14/03; 08/14/03; 02/13/04.             

	Interest Payment Dates: 02/16/95; 08/16/95; 02/16/96; 08/16/96;
		  	02/18/97; 08/18/97; 02/17/98; 08/17/98; 02/16/99; 08/16/99;
     02/16/00; 08/16/00; 02/16/01; 08/16/01; 02/19/02; 08/16/02;
     02/18/03; 08/18/03; 02/17/04; 08/16/04.

	Index Maturity:	6 month              	 
	Spread (+/-):   +.50
 Spread Multiplier:
 Maximum Interest Rate:10  CAP
	Minimum Interest Rate:	N/A

	CALLABLE 04/19/96 OR ANY COUPON DATE THEREAFTER
	Optional Redemption  :   Yes[  ]       No  [  ]
	     Redemption Dates
	        and Prices: