EXHIBIT 24.2

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Capital U.S.A. Inc., a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
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them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
29th day of September, 2003.

                                                        /s/ S.J. Crowe
                                                     ---------------------------
                                                     Stephen J. Crowe
                                                     Director



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, Chevron Capital U.S.A. Inc., a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

     WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

     N O W, T H E R E F O R E, the undersigned hereby constitutes and appoints
LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR, or any of
- --------------  -----------------  ---------------  ----------------
them, his or her attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign the aforementioned Registration Statement (and
any and all amendments thereto, including post-effective amendments) and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do and cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
11th day of November, 2003.

                                             /s/ D.M. Krattebol
                                          --------------------------------------
                                          D.M. Krattebol
                                          Director, Vice President and Treasurer



                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, Chevron Capital U.S.A. Inc., a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

        WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

        N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR,
         --------------  -----------------  ---------------  ----------------
or any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 11th day of November, 2003.

                                                      /s/ H.B. Sheppard
                                                   ---------------------------
                                                   Howard B. Sheppard
                                                   Director and Deputy Treasurer



                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS:

        WHEREAS, Chevron Capital U.S.A. Inc., a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange Commission
at Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement on
Form S-3 (and amendments thereto, including post-effective amendments).

        WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.

        N O W, T H E R E F O R E, the undersigned hereby constitutes and
appoints LYDIA I. BEEBE, TERRY MICHAEL KEE, PATRICIA L. TAI, WALKER C. TAYLOR,
         --------------  -----------------  ---------------  ----------------
or any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 25th day of September, 2003.

                                                        /s/ J.S. Watson
                                                     ---------------------------
                                                     John S. Watson
                                                     Director